Common use of Approved Sale Clause in Contracts

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. (a) Subject to Section 5(c) below, if the Board recommends or approves, and If the holders of a majority of the shares of voting Stockholder Shares then outstanding outstanding, voting together as if a single class, (the "Approving Stockholders") approve, 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 (other than capital stock which is not Common Stock or convertible into Common 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 for, consent to and raise no objections against 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 at least ten (10) business days prior to any Approved Sale to all Other 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 holder of Stockholder shall Shares will take all reasonably necessary or desirable actions in connection with the consummation of the Approved Sale as reasonably requested by the Approving Stockholders and/or the CompanyInvestors approving such Approved Sale including without limitation (but subject to Section 5(c)) executing any applicable purchase agreement.

Approved Sale. (a) Subject to Section 5(c) below, if the Board recommends or approves, and the holders of If a majority of the Stockholder Shares then issued and outstanding (shares of Common Stock held by the "Approving Stockholders") approve, Management Holders approves a sale of all or substantially all of the assets of the Company's assets determined on , a consolidated basis sale of the Company’s outstanding capital stock or a merger or consolidation in which (x) the purchaser is a third party that is not an Affiliate of the Management Holders; (y) the sale, merger or consolidation is made in accordance with the terms of the Financing Agreement and (z). (i) the Company is not the surviving corporation or (ii) if the Company is the surviving corporation, there has been a change in more than 50% of the ownership of the Company’s voting stock (an “Approved Sale”), then, subject to Section 2.2 below: (i) the Holders shall consent to and raise no objections against the Approved Sale; (ii) if the Approved Sale is structured in whole or part as a merger or consolidation, or a sale of all (oror substantially all assets, 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 Holders 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' dissenter’s rights, appraisal rights or similar rights in connection with such merger or merger, consolidation or asset sale; (iiiii) if the Approved Sale is structured in whole or part as a sale of stocksecurities, each holder of Stockholder Shares will the Holders agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares their respective securities on the same terms and conditions as applicable to all of the Stockholder Shares held approved by the Approving Stockholders. Each Stockholder Company’s stockholders; and (iv) the Holders shall take all necessary or and desirable actions approved by the Company’s stockholders 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 as reasonably requested by the Approving Stockholders and/or the Companyset forth in Section 4.2 below.

Approved Sale. (a) Subject to Section 5(c) below, if If the Board recommends or approves, and the holders of Bain Holders request a majority of the Stockholder Shares then outstanding (the "Approving Stockholders") approve, a sale Transfer of all or substantially all substantiallx xxl of the Company's Holdings' assets determined on a consolidated basis or a sale Transfer of all or substantially all (ori.e., for accounting, tax or other reasons, substantially allgreater than 80%) of the Company's Holdings' outstanding capital stock (whether by mergermerger (including one in which Holdings is the surviving corporation), recapitalization, consolidation, reorganization, combination or otherwise) to an Unaffiliated any Independent Third Party or group of Unaffiliated Independent Third Parties (each such sale, collectively an "Approved Sale"), then each holder of Stockholder Shares will vote for and consent to and raise no objections against 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 (including one in which Holdings is the surviving corporation) or consolidation, each holder of Stockholder Shares will waive any dissenters' dissenter's rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale Transfer of stockstock (including by recapitalization, consolidation, reorganization, combination or otherwise), each holder of Stockholder Shares will agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares on the same terms (subject to the following sentence) and conditions as applicable approved by the Bain Holders. A Stockholder participating in an Approxxx Sale shall not be required to all agree to any noncompetition covenants arising in connection with the transaction (it being understood that such exception does not apply to a noncompetition covenant to which a participating Stockholder may at the time already be bound). Each holder of the Stockholder Shares held by the Approving Stockholders. Each Stockholder shall will take all necessary or desirable reasonable actions in connection with the consummation of the Approved Sale as reasonably requested by Holdings. Each holder of GS Shares hereby agrees to vote all of its shares in connection with any potential Approved Sale transaction in the Approving Stockholders and/or same manner as the CompanyBain Holders. Nothing in this paragraph 3 shall preclxxx any party from making an offer to Holdings or Holdings from accepting such offer for the assets or stock of Holdings.

Approved Sale. (a) Subject to Section 5(cparagraphs 2, 4, 9 and 10(a) belowhereof, if the Board recommends or approves, and the holders of a majority of the Stockholder Shares then outstanding shares of Common Stock approve (or if, after the "Approving Stockholders"date on which Hoechst (and its Affiliates) own less than 75% of the Initial Hoechst Shares, the Xxxx Holders approve), a sale of all or substantially all of the Company's Holdings' assets determined on a consolidated basis or a sale of all or substantially all (ori.e., for accounting, tax or other reasons, substantially allgreater than 80%) of the Company's Holdings' outstanding capital stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Unaffiliated any Independent Third Party or group of Unaffiliated Independent Third Parties (each such sale, collectively an "Approved Sale"), then each holder of Stockholder ------------- Shares will vote for and consent to and raise no objections against 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' dissenter's 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 approved by the holders of a majority of the outstanding shares of Common Stock (or, after the date on which Hoechst (and its Affiliates) own less than 75% of the Initial Hoechst Shares, by the Xxxx Holders). Each holder of Stockholder Shares held by the Approving Stockholders. Each Stockholder shall will take all necessary or desirable reasonable actions in connection with the consummation of the Approved Sale as reasonably requested by Holdings. Each holder of GS Shares hereby agrees to vote all of its shares in connection with any potential Approved Sale transaction in the Approving Stockholders and/or same manner as the CompanyXxxx Holders. Nothing in this paragraph 5 shall preclude any party from making an offer to Holdings or Holdings from accepting such offer for the assets or stock of Holdings.