Common use of Sale of the Company Clause in Contracts

Sale of the Company. Upon the occurrence of a Sale of the Company, all Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):

Sale of the Company. Upon If, after the occurrence third anniversary of the Closing Date, THL elects to consummate, or to cause the Company to consummate, a transaction constituting a Sale of the Company, THL shall notify the Company and the other Securityholders in writing of that election, all Incentive Units which have not yet become vested shall become vested as of other Securityholders will agree to participate in, consent to and raise no objections to the date of proposed transaction, and the Securityholders and the Company will take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the CompanyCompany on the terms proposed by THL. In connection therewith, ifeach other Securityholder shall be required to make the same representations, warranties, covenants, indemnities and agreements as THL agrees to make in connection with the Sale of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), except in the case of representations and warranties pertaining specifically to, or covenants made specifically by, THL, the other Securityholders shall make comparable representations and warranties pertaining specifically to (and, as applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of Securities sold) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those representations, warranties and covenants that pertain specifically to a given Securityholder), indemnities or other agreements made in connection with the Sale of the Company; provided, that no Executive Investor or Employee hereby agrees thatshall be required to indemnify any indemnitee for any amount, in the aggregate, in excess of the proceeds that such Executive Investor or Employee receives in connection with any such transaction. Each Securityholder will bear its, his or her pro-rata share (based on the relative amount of Securities sold) of all reasonable and customary costs of the sale of Securities pursuant to this Section 4.1(a) to the extent such costs are not otherwise paid by the acquirer. Without limiting the foregoing, (i) if the Person who is acquiring the equity securities or assets proposed Sale of the Company resulting is structured as a sale of assets or a merger or consolidation, or otherwise requires equityholder approval, the Securityholders and the Company will vote or cause to be voted all Securities that they hold or with respect to which such Securityholder has the power to direct the voting and which are entitled to vote on such transaction in favor of such transaction and will waive any appraisal rights which they may have in connection therewith and (ii) if the proposed Sale of the Company is structured as or involves a sale or redemption of Securities, the Securityholders will agree to sell their pro-rata share of the Securities being sold in such Sale of the Company (on the “Acquiror”) reasonably requests that Employee continue to provide terms and conditions approved by THL, and the Securityholders will execute any reasonable services to the Acquirormerger, the Companyasset purchase, Employer security purchase, recapitalization or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided other sale agreement approved by Employee during the period of Employee’s employment THL in connection with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):Company.

Sale of the Company. Upon the occurrence of a Sale of the Company, all Time-Vesting Executive Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of his transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without any action by any Executive or any of his transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee Executive hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee Executive continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee Executive during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee Executive in the aggregate than the base salaryAnnual Base Salary, bonus opportunity and welfare opportunity, and fringe benefits provided to Employee Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee Executive and/or his Permitted Transferee(s)):

Sale of the Company. Upon the occurrence of a Sale of the Company, all Time-Vesting Executive Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement Reference Date through and including such date, subject to the provisions of this Section 2(b2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without any action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee Executive hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee Executive continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee Executive during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee Executive in the aggregate than the base salaryAnnual Base Salary, bonus opportunity and welfare opportunity, and fringe benefits provided to Employee Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee Executive and/or his Executive’s Permitted Transferee(s)):

Sale of the Company. Upon the occurrence of a Sale of the Company, all Time-Vesting Executive Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without any action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee Executive hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee Executive continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee Executive during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee Executive in the aggregate than the base salaryAnnual Base Salary, bonus opportunity and welfare opportunity, and fringe benefits provided to Employee Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee Executive and/or his Permitted Transferee(s)):

Sale of the Company. Upon the occurrence of a Sale of the Company, all Incentive Units and Phantom Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):

Sale of the Company. Upon (a) Toray shall not sell the occurrence Company to any purchaser unless the price and other terms and conditions of the sale are on an arm's length basis, it being understood, however, that Toray shall not be under any obligation to sell the Company. The Key Employees and their financial advisors will cooperate with Toray and its financial advisors in pursuing a sale of the Company. Although Toray shall consult with the Key Employees regarding any contacts for purposes of a potential sale of the Company, all decisions as to potential purchasers, including any direct competitor of the Company, shall be made by Toray. The Key Employees agree not to contact any potential purchaser prior to the signing of a definitive sale agreement, unless consented to by Toray and its financial advisor and subject to the direction of Toray and its financial advisor as to when and with whom such discussions may take place. Toray agrees that it will inform any potential purchaser of the terms of each Key Employee's Employment Agreement, as amended hereby, including that each Key Employee may terminate his employment at any time after March 31, 1996 and at any time following a Sale of the Company, all Incentive Units which have not yet become vested shall become vested as and of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by their rights to receive severance benefits. Toray and the Company or any of its Subsidiaries from acknowledge that the date of this Agreement through and including such dateKey Employees have no obligation to continue to work for the Company following a Sale, and, subject to the provisions fourth sentence of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary subsection (and in addition to any requirements thereina), in they shall be free to negotiate any terms they wish with respect to or related directly or indirectly to their employment without any liability to Toray or the case of a Sale of Company or Shimadzu. Any such negotiations will be private negotiations conducted by the Key Employees and their professional advisors, and neither the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or Toray nor Shimadzu nor any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant representatives or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or advisors shall have any right to be present at any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):negotiations.

Sale of the Company. Upon If the occurrence Class B Stockholders and/or their Permitted Transferees or the Company sign an agreement of sale, merger agreement or similar agreement relating to a Sale of the Company, all Incentive Units which have not yet become vested Parent shall become vested as notify each Employee Stockholder, in writing, of the date terms and conditions of such proposed sale including all arrangements between the Company, Parent (or its Affiliates), on the one hand, and the proposed buyer, on the other hand. Notwithstanding any other provision of this Appendix A, each such Employee Stockholder will take all necessary and desirable actions in connection with the consummation of such Sale of the Company, ifand if such transaction is structured as a sale of Company Securities, as within ten (10) business days of the receipt of such datenotice (or such longer period of time as Parent shall designate in such notice) such Employee Stockholders shall cause all of their respective Company Securities (with respect to Options, Employee has been continuously employed by only to the Company or any of its Subsidiaries from the date of this Agreement through and extent vested, including such date, subject to vesting under the provisions of this Section 2(b). Notwithstanding 6(e) of the foregoing or anything herein or in the LLC Agreement Company's 1999 Stock Option Plan, and all unvested Options shall terminate and be null and void) to be sold to the contrary designated purchaser on the same terms and conditions and for the same per share consideration (and in addition to any requirements therein), less the Exercise Price in the case of vested Options) as the Company Securities being sold by the Class B Stockholders or their Permitted Transferees. In furtherance of, and not in limitation of the foregoing, in connection with a Sale of the Company, each Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company Stockholder will (the “Acquiror”i) reasonably requests that Employee continue consent to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of raise no objections against the Sale of the Company or the process pursuant to which it was arranged, (whether ii) waive any dissenter's or appraisal rights and other similar rights, and (iii) execute all documents containing such terms and conditions as those executed by other Stockholders as directed by the Class B Stockholders or their Permitted Transferees. All Stockholders will bear their Pro Rata share of the costs and expenses incurred in connection with a full-time employee, consultant or otherwiseSale of the Company. Costs incurred by any Stockholder on its own behalf will not be shared by other Stockholders. No Employee Stockholder shall be obligated under this Section 2.5 unless: (i) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company is a bona fide arm's-length transaction; (excluding any equity ii) all holders of Common Stock are treated equally in the transaction; (iii) the Board determines that the transaction is fair to the Company and the Stockholders; (iv) the price paid for all outstanding Company Securities is at least equal to the Fair Market Value as determined by the Board; and (v) no representations or warranties, or indemnity, are required from an Employee Stockholder other equity-based incentive compensation), then than as to the Continuing Incentive Amount shall be handled as follows (in lieu ownership of being paid to such Employee and/or his Permitted Transferee(s)):Stockholder's Company Securities free and clear of Liens.

Sale of the Company. Upon the occurrence of a Sale of the Company, all Time-Vesting Executive Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement Reference Date through and including such date, subject to the provisions of this Section 2(b2(c). Upon the occurrence of a Sale of the Company, any Performance-Vesting Executive Incentive Units (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) which fail to vest as result of such Sale of the Company will automatically (without an action by Executive or any of Executive’s transferees) be forfeited to the Company and deemed canceled and no longer outstanding without any payment therefor upon the consummation of such Sale of the Company. Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee Executive hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee Executive continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee Executive during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) Period in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee Executive in the aggregate than the base salaryAnnual Base Salary, bonus opportunity and welfare opportunity, and fringe benefits provided to Employee Executive by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee Executive and/or his Executive’s Permitted Transferee(s)):

Sale of the Company. Upon (a) In the occurrence event of an Approved Sale, each Member shall (i) consent to the Approved Sale, (ii) waive and agree not to pursue any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a Sale sale of securities, agree to sell its Member Interests (or the applicable portion thereof) on the terms and conditions of the Company, all Incentive Units which have not yet become vested Approved Sale; provided that: (x) each Member participating in such Approved Sale shall become vested as receive the same form of consideration and the same portion of the date aggregate net consideration (net of consummation of such Sale any post-closing adjustments and following the payment of the Company, if, as of such date, Employee has been continuously employed reasonable expenses that are approved by Approving Members and are not otherwise paid by the Company or any of its Subsidiaries from the date of this Agreement through and including acquiring party) as such date, subject holder would have received if such aggregate net consideration had been distributed by the Company in complete liquidation pursuant to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or rights and preferences set forth in the LLC Operating Agreement as in effect immediately prior to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Approved Sale (assuming that the Member Interests included in the Transfer were all of the Company Equity Securities then outstanding), (whether y) notwithstanding the preceding clause (x), the holders of Series A Preferred Units will be entitled to receive cash consideration even if the consideration to be paid to the holders of Common Units consists in part or in whole of non-cash consideration, so long as all holders of Common Units receive the same form(s) of non-cash consideration and the amount of the total net consideration described in the preceding clause (x); and (z) that, if any non-cash consideration (other than Marketable Securities) is received by any Member in connection with an Approved Sale, (A) such Member shall be given the right to participate pro rata in any subsequent Transfer by any ABRY Member of any such non-cash consideration on a full-time employee, consultant basis equivalent to that provided in Section 5(b) and (B) ABRY shall use its commercially reasonable efforts to ensure that all Other Members receive the benefit of any preemptive or otherwiseother rights (including registration rights) that are within any ABRY Member receives regarding the scope subsequent Transfer of services provided such non-cash consideration or future issuances of Equity Securities by Employee during the period issuer of Employee’s employment such non-cash consideration. Each Member will take all necessary and desirable lawful actions as reasonably directed by the Board and the Approving Members in connection with the Company or consummation of any Approved Sale, including executing the applicable purchase agreement pursuant to which each holder of its Subsidiaries Member Interests will severally (but not jointly) make representations and warranties concerning solely (i) the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale beneficial ownership of the Company Member Interests (excluding any equity or other equity-based incentive compensation)if any) to be sold by such holder, then and (ii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the Continuing Incentive Amount shall be handled as follows (obligations thereunder, and will provide indemnities solely in lieu respect of being paid to Employee and/or his Permitted Transferee(s)):such representations and warranties made by such holder.

Sale of the Company. Upon (a) If the occurrence of Managers (with Required Approval) approve a Sale of the Company, all Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror"APPROVED COMPANY SALE"), the CompanySecurityholders will consent to and raise no objections against the Approved Company Sale. If the Approved Company Sale is structured as a (i) merger or consolidation, Employer each Securityholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Securities, each holder of Securities shall agree to sell all or, if the structure of the transaction requires otherwise (i.e., a leveraged recapitalization), substantially all of his Securities and rights to acquire Securities on the terms and conditions approved by the Managers (with Required Approval). Each Securityholder shall take all necessary or desirable actions (other than, except as provided in clause (e) below, incurring any of their respective Affiliates from and after liability) in connection with the consummation of the Approved Company Sale as requested by the Company. At least thirty (30) days prior to the proposed closing date of any Approved Company Sale, the Managers shall use commercially reasonable best efforts to give to each Securityholder written notice of the material terms of the proposed Approved Company Sale (whether which material terms may be set forth in a draft of the purchase and sale agreement with respect to such Approved Company Sale) and statement that the Managers, the members of the Xxxxxxx Group and the members of the Argosy Group are intending to participate in the Approved Company Sale and intend to exercise their rights under this SECTION 9.3. An executed version of a purchase and sale agreement shall be delivered to each Securityholder within a commercially reasonable time period after execution of such agreement and an Approved Company Sale shall be consummated within 150 days after the execution of a purchase and sale agreement therefor. Upon request, the Managers shall provide any Securityholder with a calculation of the anticipated consideration to be paid to such Securityholder in such Approved Company Sale. Notwithstanding the foregoing, in connection with and as a full-time employeepart of any Approved Company Sale, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable shall use commercially reasonable efforts to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale Transfer all of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (outstanding shares of capital stock of CNIC in lieu of being paid to Employee and/or his Permitted Transferee(s)):the Units of Company owned by CNIC for the same aggregate consideration that CNIC would have received had it transferred all of its Units in the Company.

Sale of the Company. Upon If the occurrence of OEP Stockholders notify (a “Sale Notice”) each other Stockholder in writing that the OEP Stockholders desire to effect a Sale of the CompanyCompany and specify the terms and conditions of such proposed sale then, notwithstanding any other provision of this Agreement, each such other Stockholder shall take all Incentive Units which have not yet become vested shall become vested as of necessary and desirable actions reasonably requested by such OEP Stockholders in connection with the date of consummation of such Sale of the Company, ifincluding, as without limitation, if applicable, (i) within ten (10) business days of the receipt of such datenotice (or such longer period of time as such OEP Stockholders shall designate in such notice) such other Stockholders shall cause a Pro Rata number of their respective Shares (for the avoidance of doubt, Employee has been continuously employed based on the percentage of Shares, on a Diluted Basis, owned by the OEP Stockholders that is being sold) to be sold to the designated purchaser on the same terms and conditions and for the same per share consideration and at the same time as the Shares being sold by such OEP Stockholders or (ii) otherwise participating in such Sale of the Company on the same terms and conditions and for the same consideration and at the same time as such OEP Stockholders; provided, that, in the absence of fraud or willful misconduct, the indemnification obligations, if any, of each Stockholder provided to the designated purchaser shall not be greater than the gross proceeds received by each such Stockholder in connection with the Sale of the Company; provided further, that before the payment of any consideration in connection with such Sale of the Company to the holders of Common Stock, the holders of shares of Preferred Stock shall be entitled to receive the Series A Liquidation Preference in connection with any Sale of the Company. In furtherance, and not in limitation, of the foregoing, in connection with a Sale of the Company effected in accordance with this Section 2.4(a), each Stockholder will, (1) consent to and raise no objections against the Sale of the Company or the process pursuant to which it was arranged, (2) waive any of its Subsidiaries from the date of this Agreement through dissenter’s rights and including other similar rights and (3) execute all documents containing such date, subject to the provisions of this Section 2(b)terms and conditions as those executed by all such OEP Stockholders as directed by such OEP Stockholders. Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of In connection with a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting will pay (A) the costs and expenses incurred by such OEP Stockholders and (B) the costs and expenses incurred by the GW Stockholders, AB Stockholders and RD Stockholders as a group (in an amount not to exceed $25,000 in the aggregate), in each case which are not otherwise paid by the purchaser in connection with such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):.

Sale of the Company. Upon the occurrence of a Sale of the Company, all Incentive Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including the date that is six months prior to such dateSale of the Company, in accordance with Section 1(a)(ii)(2) above, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (such acquirer, the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) and that are from a primary work location no more than thirty (30) miles from the Company’s Effective Date headquarters in Chicago, Illinois, in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity opportunity, and in the aggregate, the welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):

Sale of the Company. Upon the occurrence of a Sale of the Company, all Incentive Units and Phantom Units which have not yet become vested shall become vested as of the date of consummation of such Sale of the Company, if, as of such date, Employee has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including the date that is six months prior to such dateSale of the Company, subject to the provisions of this Section 2(b). Notwithstanding the foregoing or anything herein or in the LLC Agreement to the contrary (and in addition to any requirements therein), in the case of a Sale of the Company, Employee hereby agrees that, if the Person who is acquiring the equity securities or assets of the Company resulting in such Sale of the Company (the “Acquiror”) reasonably requests that Employee continue to provide any reasonable services to the Acquiror, the Company, Employer or any of their respective Affiliates from and after the consummation of the Sale of the Company (whether as a full-time employee, consultant or otherwise) that are within the scope of services provided by Employee during the period of Employee’s employment with the Company or any of its Subsidiaries (the “Employment Period”) and that are from a primary work location no more than thirty (30) miles from the Company’s Effective Date headquarters in Chicago, Illinois, in exchange for a base salary (or equivalent base compensation), bonus opportunity and welfare and fringe benefits (collectively, the “Post-Sale Compensation”) that are no less favorable to Employee in the aggregate than the base salary, bonus opportunity and welfare and fringe benefits provided to Employee by Employer immediately prior to such Sale of the Company (excluding any equity or other equity-based incentive compensation), then the Continuing Incentive Amount shall be handled as follows (in lieu of being paid to Employee and/or his Permitted Transferee(s)):