Common use of Approved Sale; Sale of the Corporation Clause in Contracts

Approved Sale; Sale of the Corporation. (a) At any time that the holders of a majority of all then outstanding Shares (the “Shareholder Majority”) propose a Sale of the Corporation, the Shareholder Majority shall be entitled to deliver notice to the Corporation that such holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in a Sale of the Corporation (an “Approved Sale”), whereupon all Stockholders and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees to, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and instruct the Board to vote in favor of such Approved Sale, or (ii) a sale of shares of capital stock, each Stockholder shall, and hereby agrees to, sell their Shares on the terms and conditions approved by the Shareholder Majority. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. Notwithstanding any other provision of this Article III, the Stockholders shall not be required to comply with, and shall have no rights under, Section 3.1 through 3.4 in connection with any Approved Sale. (b) The Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten days prior to the consummation thereof. Upon the consummation of the Approved Sale, each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration (in the case of an asset sale, after payment or provision for all liabilities) had been distributed by the Corporation in accordance with Section 1(a) of the Charter. (i) if any Stockholders of a class of Shares are given an option as to the form and amount of consideration to be received with respect to Shares in a class, all holders of Shares of such class will be given the same option; (ii) no Stockholder shall be obligated to pay more than his or its pro rata amount of reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and (iii) in the event that the Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale (other than representations, warranties and indemnities on a several basis concerning each Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Approved Sale without violating applicable law or any other agreement), then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price received by such Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Stockholder. (c) The parties acknowledge that pursuant to that certain Irrevocable Proxy and Voting Agreement dated February 12, 2004, by and among the Investors and Xxxxxxxx, the Investors have granted to Xxxxxxxx the right to vote a portion of the Investors’ Shares with respect to any Sale of the Corporation that would require, under applicable law, approval by the Corporation’s stockholders. (d) The parties acknowledge that in accordance with Sections 152, 181, and 1201(a) of the California Corporations Code (as in effect from time to time during the term hereof), any Sale of the Corporation that is a “reorganization” under Section 181 of the California Corporations Code (as in effect from time to time during the term hereof) must be approved by the holders of a majority of the outstanding shares of each class of the Corporation’s shares, with each such class voting as a single class rather than by series.

Approved Sale; Sale of the Corporation. (a) At any time that the holders of a majority of all then outstanding Shares (the “Shareholder Majority”) propose a Sale Majority in Interest of the Corporation, the Shareholder Majority Investors shall be entitled to deliver notice to the Corporation that such holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in approve a Sale of the Corporation to one or more Persons (an “Approved Sale”), whereupon all Stockholders each Stockholder and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (iA) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees todoes, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and instruct hereby instructs the Board to vote in favor of such Approved Sale, or (iiB) a sale of shares of capital stock, each Stockholder shall, and hereby agrees todoes, agree to sell their Shares Equity Securities on the terms and subject to the conditions approved by the Shareholder Majoritysuch Investors. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including including, without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A1) provide the customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B2) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. Notwithstanding any other provision of this Article III, the The Stockholders shall not be required to comply with, and shall have no rights under, Section 3.1 through 3.4 3.6 in connection with any Approved Sale. (b) The Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten (10) days prior to the consummation thereofthereof setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale. Upon the consummation The obligations of the Stockholders to participate in any Approved Sale, Sale are subject to the satisfaction of the following conditions: (i) each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration (in the case of an asset sale, after payment or provision for all liabilities) had been distributed by the Corporation in accordance with Section 1(a) of the Charter.a Liquidation; (iii) if any Stockholders of a class class, series or type of Shares Equity Securities are given an option as to the form and amount of consideration to be received with respect to Shares Equity Securities in a class, series or type, all holders of Shares Equity Securities of such class class, series or type will be given the same option;; and (iiiii) no Stockholder shall be obligated to pay more than his or its pro rata amount Pro Rata Amount of any indemnity payments, escrow amounts or reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and (iii) in the event that the Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale (other than representations, warranties and indemnities on a several basis concerning each Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Approved Sale without violating applicable law or any other agreement), then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price received by such Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Stockholder. (c) The parties acknowledge that pursuant Each Stockholder and the Corporation hereby grants an irrevocable proxy and power of attorney to that certain Irrevocable Proxy and Voting Agreement dated February 12, 2004, by and among any nominee of a Majority in Interest of the Investors (which may be an Investor) (the “Investor Nominee”) to take all necessary actions and Xxxxxxxxexecute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Approved Sale. The Stockholders hereby agree to indemnify, defend and hold the Investors have granted to Xxxxxxxx the right to vote a portion Investor Nominee harmless (severally in accordance with their pro rata share of the Investors’ Shares consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or damage, together with respect all reasonable costs and expenses (including reasonable legal fees and expenses), relating to any Sale or arising from its exercise of the Corporation that would require, under applicable law, approval by the Corporation’s stockholdersproxy and power of attorney granted hereby. (d) The parties acknowledge that in accordance with Sections 152, 181, and 1201(a) In addition to the obligations of the California Corporations Code (as Corporation and the Stockholders set forth in effect from time to time during this Section 3.7, if the term hereof), any Corporation has not consummated a Sale of the Corporation that is or a “reorganization” under Section 181 QIPO on or before the fifth anniversary of the California Corporations Code (as in effect from date of this Agreement, then, at any time to time during after such date at the term hereof) must be approved by the holders request of a majority Majority in Interest of the outstanding shares Investors, the Corporation shall retain a nationally recognized investment bank (which shall be reasonably acceptable to a Majority in Interest of each class the Investors) for the purpose of effecting a Sale of the Corporation’s shares. The Corporation shall cause each of its officers to participate actively in the sale process (including assisting with the preparation of an offering memorandum and being available to meet with representatives of prospective purchasers) as requested by such investment bank and the Board. The Corporation shall permit the Investor Nominee to represent the Corporation in such sale process. The Corporation and the Stockholders shall expeditiously effect a Sale of the Corporation on terms reasonably satisfactory to a Majority in Interest of the Investors. In connection therewith, the Corporation and Stockholders shall comply with each all of their obligations set forth in Sections 3.7(a) through 3.7(c) with respect to such class voting as a single class rather than by seriesSale of the Corporation and shall indemnify the Investor Nominee with respect to its appointment under this Section 3.7(d) in the manner specified in Section 3.7(c).

Approved Sale; Sale of the Corporation. (a) At any time that the holders of a majority of all then outstanding Shares (the “Shareholder Majority”) Majority Holders propose a Sale of the Corporation, the Shareholder such Majority Holders shall be entitled to deliver notice to the Corporation that such holders Majority Holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in a Sale of the Corporation (an “Approved Sale”), whereupon all Stockholders and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (iA) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees to, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and instruct the Board to vote in favor of such Approved Sale, or (iiB) a sale of shares of capital stock, each Stockholder shall, and hereby agrees to, agree to sell their Shares on the terms and conditions approved by the Shareholder Majoritysuch Majority Holders. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A1) subject to the provisions of Section 3.6(b), provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B2) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. Notwithstanding any other provision of this Article III, the The Stockholders shall not be required to comply with, and shall have no rights under, Section 3.1 through 3.4 3.5 in connection with any Approved Sale. (b) The Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof. Upon the consummation of the Approved Sale, each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration (in the case of an asset sale, after payment or provision for all liabilities) had been distributed by the Corporation in accordance with Section 1(a) of the Charter.a Liquidation; and (i) if any Stockholders of a class of Shares are given an option as to the form and amount of consideration to be received with respect to Shares in a class, all holders of Shares of such class will be given the same option; (ii) no Stockholder shall be obligated to pay more than his or its pro rata amount of reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and (iii) in the event that the Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale (other than representations, warranties and indemnities on a several basis concerning each Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Approved Sale without violating applicable law or any other agreement), then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price received by such Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Stockholder. (c) The parties acknowledge that pursuant to that certain Irrevocable Proxy and Voting Agreement dated February 12, 2004, by and among the Investors and Xxxxxxxx, the Investors have granted to Xxxxxxxx the right to vote a portion of the Investors’ Shares with respect to any Sale of the Corporation that would require, under applicable law, approval by the Corporation’s stockholders. (d) The parties acknowledge that in accordance with Sections 152, 181, and 1201(a) of the California Corporations Code (as in effect from time to time during the term hereof), any Sale of the Corporation that is a “reorganization” under Section 181 of the California Corporations Code (as in effect from time to time during the term hereof) must be approved by the holders of a majority of the outstanding shares of each class of the Corporation’s shares, with each such class voting as a single class rather than by series.

Approved Sale; Sale of the Corporation. (a) At any time that the holders of a majority of all then outstanding Shares (the “Shareholder Majority”) Majority Holders propose a Sale of the Corporation, the Shareholder such Majority Holders shall be entitled to deliver notice to the Corporation that such holders Majority Holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in a Sale of the Corporation (an “"Approved Sale”"), whereupon all Stockholders and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (iA) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees to, waive any dissenter’s 's rights, appraisal rights or similar rights in connection with such merger or consolidation and instruct the Board to vote in favor of such Approved Sale, or (iiB) a sale of shares of capital stock, each Stockholder shall, and hereby agrees to, agree to sell their Shares on the terms and conditions approved by the Shareholder Majoritysuch Majority Holders. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B2) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. Notwithstanding any other provision of this Article III, the The Stockholders shall not be required to comply with, and shall have no rights under, Section 3.1 through 3.4 3.5 in connection with any Approved Sale. (b) The Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof. Upon the consummation Consummation of the Approved Sale, each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration (in the case of an asset sale, after payment or provision for all liabilities) had has been distributed by the Corporation in accordance with Section 1(a) of the Charter.a Liquidation; and (i) if any Stockholders of a class of Shares are given an option as to the form and amount of consideration to be received with respect to Shares in a class, all holders of Shares of such class will be given the same option; (ii) no Stockholder shall be obligated to pay more than his or its pro rata amount of reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and (iii) in the event that the Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale (other than representations, warranties and indemnities on a several basis concerning each Stockholder’s 's valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Stockholder’s 's authority, power, and right to enter into and consummate agreements relating to such Approved Sale without violating applicable law or any other agreement), then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price received by such Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Stockholder. (c) The parties acknowledge that pursuant Each Stockholder and the Corporation hereby grants an irrevocable proxy and power of attorney to that certain Irrevocable Proxy and Voting Agreement dated February 12, 2004, by and among the Investors and Xxxxxxxx, the Investors have granted to Xxxxxxxx the right to vote a portion any nominee of the Investors’ majority of all the outstanding Series C Investor Shares with respect (which nominee may be a Series C Investor) (the "Series C Investor Nominee") to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Sale of Approved Sale. The Stockholders hereby indemnify, defend and hold the Corporation that would require, under applicable law, approval by the Corporation’s stockholders. Series C Investor Nominee harmless (d) The parties acknowledge that severally in accordance with Sections 152, 181, and 1201(a) their pro rata share of the California Corporations Code consideration received in any such Approved Sale (as in effect from time to time during the term hereofand not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), any Sale relating to or arising from its exercise of the Corporation that is a “reorganization” under Section 181 proxy and power of the California Corporations Code (as in effect from time to time during the term hereof) must be approved by the holders of a majority of the outstanding shares of each class of the Corporation’s shares, with each such class voting as a single class rather than by seriesattorney granted hereby.

Approved Sale; Sale of the Corporation. (a) At any time that the holders of a majority of all then outstanding Shares (the “Shareholder Majority”) propose a Sale of the Corporation, the Shareholder Majority Eos and RCC shall be entitled to deliver notice to the Corporation that such holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in approve a Sale of the Corporation to one or more Persons (an “Approved Sale”), whereupon all Stockholders each Stockholder and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (iA) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees todoes, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and instruct hereby instructs the Board to vote in favor of such Approved Sale, or (iiB) a sale of shares of capital stock, each Stockholder shall, and hereby agrees todoes, agree to sell their Shares Equity Securities on the terms and subject to the conditions approved by the Shareholder MajorityEos and RCC. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (A1) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (B2) to effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below. Notwithstanding any other provision of this Article III, the The Stockholders shall not be required to comply with, and shall have no rights under, Section Sections 3.1 through 3.4 hereof in connection with any Approved Sale. (b) The Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten (10) calendar days prior to the consummation thereofthereof setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale. Upon the consummation The obligations of the Stockholders to participate in any Approved Sale, Sale are subject to the satisfaction of the following conditions: (i) each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration (in the case of an asset sale, after payment or provision for all liabilities) had been distributed by the Corporation in accordance with Section 1(a) of the Charter.a Liquidation; (iii) if any Stockholders of a class class, series or type of Shares Equity Securities are given an option as to the form and amount of consideration to be received with respect to Shares Equity Securities in a class, series or type, all holders of Shares Equity Securities of such class class, series or type will be given the same option; provided, however, that those Stockholders that are not Accredited Investors shall not be entitled to receive securities in connection with such Approved Sale and instead, shall receive cash proceeds equivalent in value to the securities being offered in such Approved Sale (as determined in good faith by the Board); (iiiii) no Stockholder shall be obligated to pay more than his or its pro rata amount of reasonable expenses incurred (based on the proportion of the aggregate transaction consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and; (iiiiv) notwithstanding any other provision in this Agreement, the event that reasonable expenses incurred by the Management Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale shall be paid by the Corporation or the acquiring party; and (A) No Stockholder shall be required to make any representations or warranties in connection with any Approved Sale pursuant to this Section 3.5, other than with respect to his, her or its title to, and ownership of, the Equity Securities being conveyed, tax status, authority to enter into any such transaction, the enforceability of relevant agreements against such Stockholder and other customary representations with respect to such Stockholder’s ownership of the Equity Securities, as applicable; (B) each Stockholder's indemnification obligations in connection with any such Approved Sale shall be on a pro rata but several (and not joint) basis with all other Stockholders (other than representationsany such obligations that relate specifically to a Stockholder, such as indemnification with respect to representations and warranties and indemnities on given by a several basis concerning each Stockholder regarding such Stockholder’s valid title to and ownership of his or its Shares, free of all liens and encumbrancestax status, enforceability and each Stockholder’s authority, power, and right authority to enter into any such transaction and consummate enforceability of relevant agreements relating against such Stockholder, as applicable, which obligations shall be the obligations of solely such Stockholder and not the pro rata or joint obligations of any other Stockholder); and (C) the aggregate liability of each such Stockholder with respect to any indemnification obligations, together with its pro rata share of allocated expenses in connection with such Approved Sale without violating applicable law or any other agreement)contemplated by this Section 3.5, then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price proceeds received by such Stockholder (net of broker fees) from in connection with such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such StockholderApproved Sale. (c) The parties acknowledge that pursuant to that certain Irrevocable Proxy Each Stockholder and Voting Agreement dated February 12, 2004, by the Corporation hereby grants an irrevocable proxy and among the Investors and Xxxxxxxx, the Investors have granted to Xxxxxxxx the right to vote a portion power of the Investors’ Shares with respect attorney to any Sale Eos Nominee to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Approved Sale. The Stockholders hereby agree to indemnify, defend and hold the Corporation that would require, under applicable law, approval by the Corporation’s stockholders. Eos Nominee harmless (d) The parties acknowledge that severally in accordance with Sections 152, 181, and 1201(a) their pro rata share of the California Corporations Code consideration received in any such Approved Sale (as in effect from time to time during the term hereofand not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), any Sale relating to or arising from its exercise of the Corporation that is a “reorganization” under Section 181 proxy and power of the California Corporations Code (as in effect from time to time during the term hereof) must be approved by the holders of a majority of the outstanding shares of each class of the Corporation’s shares, with each such class voting as a single class rather than by seriesattorney granted hereby.