Approved Sale. If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.
Approved Sale. In the event of an Approved Sale (as defined below), each Stockholder agrees (a) to vote all Common Shares beneficially owned by such Stockholder at any regular or special meeting of stockholders (or consent pursuant to a written consent in lieu of such meeting) in favor of such Approved Sale, and to raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (b) to waive any and all dissenters’, appraisal or similar rights with respect to such Approved Sale, and (c) if the Approved Sale is structured as a sale of equity securities by the stockholders of the Company, to sell the Shares then owned by such Stockholder on the terms and conditions of such Approved Sale. “Approved Sale” means (i) a transaction or series of transactions with a third party on an arm’s length basis (including by way of merger, consolidation or sale of equity securities to a third party by one or more stockholders), the result of which is that the holders of the Company’s voting securities immediately prior to such transaction or series of transactions own less than a majority of the combined voting power of the outstanding voting securities of the Company or the surviving or resulting entity, as the case may be, following the transaction or series of transactions, and (ii) a sale of all or substantially all of the Company’s assets (each of the transactions in clauses (i) and (ii), a “Sale Transaction”), which, in each case, (x) has been approved by the Board and (y) provides that the cash (or the fair market value of other consideration, as determined in good faith by the Board) to be received by (A) the holders of the Series A Preferred will be at least equal to the Series A Liquidation Amount (as that term is defined in the Restated Charter) and (B) the holders of the Series B Preferred will be at least equal to the Series B Liquidation Amount (as that term is defined in the Restated Charter). Each Stockholder will take all necessary and desirable actions in connection with the consummation of the Sale Transaction, including, without limitation, entering into an agreement reflecting the terms of the Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents.
Approved Sale. If the Manager approves a Sale of the Company (an "Approved Sale"), each Member shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (x) merger or consolidation, each Member shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of Units, each Holder shall agree to sell all of his, her or its Units and rights to acquire Units on the terms and conditions approved by the Manager. Each Holder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Manager.
Approved Sale. If, at any time prior to the termination of this Agreement, the Company’s Board of Directors (acting in accordance with its fiduciary duties) and the holders of a majority of the Co-Sale Stock shall approve a sale of a majority of the stock or substantially all of the assets of the Company (each, an “Approved Sale”), then subject to Section 5.2 below: (i) Obagi shall consent to and raise no objection against the Approved Sale; (ii) if the Approved Sale is structured in whole or in part as a merger or consolidation, or a sale of all or substantially all assets, Obagi 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, Obagi agrees to sell its respective securities on the terms and conditions approved by the Company’s shareholders 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.
Approved Sale. If the Manager approves a sale of over 50% of the assets of the Company or of all of the subsidiaries of the Company or of equity with over 50% of the voting power of the Company or 50% of the voting power of all subsidiaries of the Company (whether by merger, consolidation, equity exchange or sale or transfer of equity securities) (as so approved, an “Approved Sale”), (i) each Member shall vote for, consent to and raise no objections against, and waive any dissenters or appraisal rights with respect to, such Approved Sale, and the Company and each Member shall consummate such Approved Sale on the terms and conditions so approved and (ii) the Company, the Manager, each subsidiary and their respective members, boards of directors or managers and each Member shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Manager, including, without limitation, transferring a pro rata portion of such Member’s Interests required to consummate such transaction. Notwithstanding the foregoing, no Member shall be obligated in connection with such Approved Sale to indemnify the prospective transferee or its Affiliates with respect to an amount in excess of the aggregate proceeds paid to such Member in connection with such Approved Sale (other than as a result of a breach of its representations and warranties with respect to authorization and ownership of Interests (and any representations and warranties, if required to be made, will be made by all Members and will be uniform in all material respects), as to which no limitation shall apply). The Manager shall use commercially reasonable efforts to minimize the representations and warranties made by the Members (in their capacity as Members) in connection with any Approved Sale.
Approved Sale. If at any time the Xxxx Investors or the Board decide to effect a Sale of the Company (an “Approved Sale”), the Xxxx Investors or the Board may deliver a written notice (an “Approved Sale Notice”) with respect to such proposed Approved Sale at least 10 Business Days prior to the anticipated closing date of such Approved Sale to each Executive with the material details of the transaction. In connection with an Approved Sale, each Executive shall (i) conduct itself in a manner conducive to maximizing the aggregate sale proceeds, (ii) raise no objections against, such sale or the process pursuant to which such sale was arranged; (iii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; (iv) vote for and consent to any such Approved Sale; and (v) upon request from the Board or the Xxxx Investors, transfer a proportionate number of such Executive’s Executive Securities or rights to acquire Securities on the terms and conditions approved by the Board. Each Executive shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Xxxx Investors and the Board. If the Xxxx Investors do not exercise their rights under this Section 6, any Transfer will be subject to Section 5 (Tag Along Rights).
Approved Sale. Subject to the voting rights of the holders of Series D Preferred Stock set forth in Article IV, Section 4.2(C), if applicable, and Article IV, Section 4.8 of the Company’s Certificate of Incorporation, as such may be amended from time to time, if the holders of at least eighty percent (80%) of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company held by Voting Parties (voting together as a single class) and the holders of at least a majority of the outstanding shares of Common Stock (assuming full conversion of all shares of Series C Preferred Stock) held by Founders (voting together as a single class) vote in favor of any (i) consolidation or merger involving the Company, (ii) sale, lease, or transfer of all or substantially all of the assets of the Company, (iii) sale or transfer of all of the capital stock of the Company, or (iv) any other form of corporate reorganization in which outstanding shares of the Company are exchanged for or converted into cash, securities of another corporation or business organization or other property, in each such case constituting a deemed liquidation, dissolution or winding up as described in Article IV, Section 4.2(C)(1) of the Company’s Certificate of Incorporation, as such may be amended from time to time (an “Approved Sale”), all Voting Parties shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger, share exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company or any other form of corporate reorganization set forth in (iv) above, each Voting Party shall vote in favor of the Approved Sale and shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (B) a sale of all the capital stock of the Company, the Voting Parties shall agree to sell all their shares of Common Stock and Preferred Stock which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Voting Parties shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their reasonable best efforts to obtain the Board’s consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary representat...
Approved Sale. (a) Subject to Section 5(c) below, if the Board recommends or approves, and the holders of a majority of the Stockholder Shares then outstanding (the "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's outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Unaffiliated Third Party or group of Unaffiliated Third Parties (each such sale, 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 proposed Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, each holder of Stockholder Shares will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares on the same terms and conditions as applicable to all of the Stockholder Shares held by the Approving Stockholders. Each Stockholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Approving Stockholders and/or the Company.
Approved Sale. If the Majority XX Xxxxxx approves a Sale of the Company (an "Approved Sale"), each holder of Stockholder Shares will vote for, consent to and will not object or otherwise impede consummation of the Approved Sale.
