Common use of Approved Company Sale Clause in Contracts

Approved Company Sale. (i) If (A) the Board (if required by applicable law) and (B) the holders of (1) a Majority in Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by the Selling Members for accounting, tax or other reasons) of the Company’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party or parties not affiliated with the Company or any Member (each such sale or transaction, an “Approved Company Sale”), then each holder of Units will vote for, consent to and raise no objections against the Approved Company Sale or the process. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units shall waive any dissenter’ rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each holder of Units shall agree to sell all of his or its Units and rights to acquire Units on the same terms and conditions, in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company Sale. Each holder of Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement. If the Board, the Company or any of the holders of Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Units who is not an “accredited investor,” as that term is defined in Regulation D as promulgated under the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed.

Approved Company Sale. (ia) If (A) the Board (if required by applicable law) and (B) the holders of (1) a Majority in Voting Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all of the Company’s 's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by the Selling Members acquiring Person(s) reasonably requests for accounting, accounting or tax or other reasons) of the Company’s 's outstanding Common Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, foregoing to a third party an Independent Third Party or parties not affiliated with the Company or any Member group of Independent Third Parties (each such sale or transaction, an “"Approved Company Sale”"), then each holder of Equityholder Units --------------------- will vote for, consent to and raise no objections against the Approved Company Sale or the processSale. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Equityholder Units shall waive any dissenter’ dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Equityholder Units, then subject to the following sentence each holder of Equityholder Units shall agree to sell all of his or its Equityholder Units and rights to acquire Equityholder Units on the same terms and conditions, conditions approved by the Board and a Majority in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company SaleVoting Interest. Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement. If the Board, the Company or any of the holders of Units enter into any negotiation or transaction for a sale contract pursuant to which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Equityholder Units who is will severally (but not an “accredited investor,” jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company ------- Reps") and such representations and warranties concerning such holder and the ---- Equityholder Units to be sold by it or him as may be set forth in any agreement approved by the Board; provided, that term is defined if any holder of Equityholder Units pays -------- any amount in Regulation D as promulgated connection with any claim under the Securities ActCompany Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), willthen each other ------------ holder of Equityholder Units will simultaneously contribute to such holder of Equityholder Units an amount equal to such contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss; provided further, at that a holder of Equityholder Units ---------------- shall be required to make the request Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under Company Reps shall be the Securities Act) designated purchase price received by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees sale of the purchaser representative so appointedits Equityholder Units.

Approved Company Sale. (ia) If (A) the Board (if required by applicable law) and (B) the holders of (1) a Majority in Voting Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all of the Company’s 's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by the Selling Members acquiring Person(s) reasonably so requests for accounting, accounting or tax or other reasons) of the Company’s 's outstanding Common Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, foregoing to a third party an Independent Third Party or parties not affiliated with the Company or any Member group of Independent Third Parties (each such sale or transaction, an “"Approved Company Sale”"), then each holder of Units Securities will vote for, --------------------- consent to and raise no objections against the Approved Company Sale or the processSale. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units Securities shall waive any dissenter’ dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of UnitsSecurities, then subject to the following sentence each holder of Units Securities shall agree to sell all of his or its Units Securities and rights to acquire Units Securities on the same terms and conditions, conditions approved by the Board and a Majority in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company SaleVoting Interest. Each holder of Units Securities shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement. If the Board, the Company or any of the holders of Units enter into any negotiation or transaction for a sale contract pursuant to which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Units who is Securities will severally (but not an “accredited investor,” jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and ------------ warranties concerning such holder and the Securities to be sold by it or him as may be set forth in any agreement approved by the Board; provided, that term is defined if any -------- holder of Securities pays any amount in Regulation D as promulgated connection with any claim under the Company Reps by the purchaser or purchasers in such Approved Company Sale (a "Company Loss"), then each other holder of Securities Actwill simultaneously ------------- contribute to such holder of Securities an amount equal to such contributing holder's pro rata share (based upon the amount of consideration received in such Approved Company Sale) of such Company Loss; provided further, will, at that a holder of ---------------- Securities shall be required to make the request Company Reps only if the sale contract which such holder is required to sign provides that such holder's maximum liability for any breach of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under Company Reps shall be the Securities Act) designated purchase price received by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees sale of the purchaser representative so appointedhis or her Securities.

Approved Company Sale. (ia) If (A) the Majority of the Board (if required by applicable law) and (B) the holders of (1) a Majority in Voting Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all Sale of the Company’s assets determined on a consolidated basis or a sale of all Company (or a lesser percentage, if necessary, as determined by the Selling Members for accounting, tax or other reasons) of the Company’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party or parties not affiliated with the Company or any Member (each such sale or transaction, an “"Approved Company Sale”"), then each holder of Units the Recipient --------------------- will vote for, consent to and raise no objections against the Approved Company Sale or the processSale. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units shall the Recipient will waive any dissenter’ dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Unitsmembership interests, then each holder of Units shall subject to the following sentence the Recipient will agree to sell all of his or its Units and rights to acquire her Incentive Units on the same terms and conditions, conditions approved by the Majority of the Board and a Majority in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company SaleVoting Interest. Each holder of Units shall The Recipient will take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the applicable purchase agreement. If Company's members or other selling Persons will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations ------------ and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any -------- amount in connection with any claim under the Company or any of the holders of Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated Reps by the Securities and Exchange Commission may be available with respect purchaser or purchasers in such Approved Company Sale (a "Company ------- Loss"), then the Recipient will simultaneously contribute to such negotiation or transaction ---- Person an amount equal to the Recipient's pro rata share (including a merger, consolidation or other reorganization), each holder based upon the amount of Units who is not an “accredited investor,” as that term is defined consideration received in Regulation D as promulgated under the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities ActApproved Company Sale) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointedCompany Loss.

Approved Company Sale. (ia) If (A) At any time that the Board (if required by applicable law) and (B) the holders of (1) approves a Majority in Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a bona fide sale of all or substantially all of the CompanyPartnership’s assets determined on a consolidated basis or a bona fide sale of all (or a lesser percentagepercentage (but at least 80%), if necessary, as determined by the Selling Members Board for accounting, tax or other reasons) of the CompanyPartnership’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party an Independent Third Party or parties not affiliated with the Company or any Member group of Independent Third Parties (each such sale or transaction, an “Approved Company Sale”), and the Participating Preferred Majority Holders have consented to such Approved Company Sale as required by Section 12.3, then each holder of Units and the General Partner will vote for, consent to and raise no objections against the Approved Company Sale or the process, so long as such transaction involves the receipt by each holder of Units of consideration in accordance with Section 7.2 or any similar provision of this Agreement. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units and the General Partner shall waive any dissenter’ dissenters rights, appraisal rights or similar rights in connection with such merger or consolidationconsolidation so long as such transaction involves the receipt by each holder of Units of consideration in accordance with Section 7.2 or any similar provision of this Agreement. If the Approved Company Sale is structured as a Transfer of Units, then each holder of Units shall agree to sell all (or his or its pro rata portion, if less than all Units are being sold in such Approved Company Sale) of his or its Units and rights to acquire Units on substantially the same terms and conditions, in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company SaleSale (except for the giving effect to the relative preferences of the different types and classes of Units pursuant to Section 7.2 or any similar provision of this Agreement) and the General Partner agrees to comply with its obligations with respect to such Approved Company Sale as set forth in Section 4.8. Each holder of Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as reasonably requested by the Board, including, without limitation, including executing the applicable purchase agreement. If In connection with any Approved Company Sale, (i) no Limited Partner shall have any liability relating to any representation, warranty or covenant made by any other Partner, (ii) subject to clause (iii) below, no Limited Partner shall be required to make any representation or warranty about the Board, the Company Partnership or any of the holders its Subsidiaries (but may be required to make customary representations and warranties about such Limited Partner’s valid title to, and ownership of, such Limited Partner’s Units, free and clear of Units enter into all liens, claims and encumbrances (other than those arising under applicable securities laws)), (iii) any negotiation direct liability of any Limited Partner in respect of any representation, warranty or transaction for which Rule 506 (or any similar rule then in effect) promulgated covenant made by the Securities Partnership shall be several (but not joint) with the other selling Limited Partners (pro rata based on the aggregate consideration to be paid to such Limited Partners in connection with such sale), (iv) other than acts of fraud or intentional misrepresentation by such Limited Partner, the aggregate liability of any Limited Partner in respect of any representation or warranty of the Partnership or such Limited Partner or covenant made by the Partnership shall not exceed the amount of the consideration received by such Limited Partner and Exchange Commission may be available (v) the General Partner shall have no obligations or liabilities (including indemnification obligations) with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Units who is not an “accredited investor,” as that term is defined in Regulation D as promulgated under Approved Company Sale after the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees completion of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointedApproved Company Sale.

Approved Company Sale. (i) If (A) the Board (if required by applicable law) and (B) the holders of (1) a Majority in Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH Merck GHI so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by the Selling Members for accounting, tax or other reasons) of the Company’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party an Independent Third Party or parties not affiliated with the Company or any Member group of Independent Third Parties (each such sale or transaction, an “Approved Company Sale”), then each holder of Units will vote for, consent to and raise no objections against the Approved Company Sale or the process. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units shall waive any dissenter’ rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Units, then each holder of Units shall agree to sell all of his or its Units and rights to acquire Units on the same terms and conditions, in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company Sale. Each holder of Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement. If the Board, the Company or any of the holders of Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Units who is not an “accredited investor,” as that term is defined in Regulation D as promulgated under the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed.

Approved Company Sale. (ia) If (A) the Majority of the Board (if required by applicable law) and (B) the holders of (1) a Majority in Voting Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), approve a sale of all or substantially all Sale of the Company’s assets determined on a consolidated basis or a sale of all Company (or a lesser percentage, if necessary, as determined by the Selling Members for accounting, tax or other reasons) of the Company’s outstanding Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party or parties not affiliated with the Company or any Member (each such sale or transaction, an “"Approved Company Sale”"), then each holder of Units the Recipient will vote for, consent to and raise no objections against the Approved Company Sale or the processSale. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Units shall the Recipient will waive any dissenter’ dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Unitsmembership interests, then each holder of Units shall subject to the following sentence the Recipient will agree to sell all of his or its Units and rights to acquire Incentive Units on the same terms and conditions, conditions approved by the Majority of the Board and a Majority in all material respects, as applicable to the respective types of Units to be Transferred in such Approved Company SaleVoting Interest. Each holder of Units shall The Recipient will take all necessary or desirable actions in connection with the consummation of an the Approved Company Sale as requested by the Majority of the Board, including, without limitation, executing a sale contract pursuant to which the applicable purchase agreement. If Company's members or other selling Persons will severally (but not jointly) make the same representations, warranties and indemnities regarding the Company and its assets, liabilities and business (collectively, the "Company Reps") and such representations and warranties concerning such Person and the membership interests to be sold by such Person as may be set forth in any agreement approved by the Majority of the Board; provided, that if any Person pays any amount in connection with any claim under the Company or any of the holders of Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated Reps by the Securities and Exchange Commission may be available with respect to purchaser or purchasers in such negotiation or transaction Approved Company Sale (including a merger, consolidation or other reorganization"Company Loss"), each holder then the Recipient will simultaneously contribute to an amount equal to the Recipient's pro rata share (based upon the amount of Units who is not an “accredited investor,” as that term is defined consideration received in Regulation D as promulgated under the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities ActApproved Company Sale) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointedCompany Loss.

Approved Company Sale. (ia) If (A) the Board (if required by applicable law) and (B) the holders of (1) a BRS Majority in Interest and (2) Members holding Preferred Units representing the Required Series A Consent (including the approval of each of CV II and Merck GHI so long as such party holds Preferred Units) and the Required Series B Consent (including the approval of each of CV II and AIH so long as such party holds Preferred Units) (the “Selling Members”), Holders approve a sale of all or substantially all of the Company’s 's assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by the Selling Members BRS Majority Holders for accounting, tax or other reasons) of the Company’s 's outstanding Common Units or equivalents (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to a third party an Independent Third Party or parties not affiliated with the Company or any Member group of Independent Third Parties (each such sale or transaction, an “Approved Company Sale”"APPROVED COMPANY SALE"), then each holder of Equityholder Units will vote for, consent to and raise no objections against the Approved Company Sale or the process. If the Approved Company Sale is structured as a merger or consolidation, then each holder of Equityholder Units shall waive any dissenter’ dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation. If the Approved Company Sale is structured as a Transfer of Equityholder Units, then each holder of Equityholder Units shall agree to sell all of his or its Equityholder Units and rights to acquire Equityholder Units on the same terms and conditions, in all material respects, as applicable to the respective types of Equityholder Units to be Transferred in such Approved Company Saleby the BRS Majority Holders. Each holder of Equityholder Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement. If the Board, the Company or any of the holders of Units enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), each holder of Units who is not an “accredited investor,” as that term is defined in Regulation D as promulgated under the Securities Act, will, at the request of the Company, appoint either a purchaser representative (as such term is defined in Rule 501 under the Securities Act) designated by the Company, in which event the Company will pay the fees of such purchaser representative, or another purchaser representative (reasonably acceptable to the Company), in which event such holder will be responsible for the fees of the purchaser representative so appointed.