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 the holders of If GSC shall propose a majority sale of the Stockholder Shares then outstanding (the "Approving Stockholders") approveCompany to a party that is not GSC or an Affiliate of GSC, pursuant to 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’s assets, an "Approved Sale")amalgamation, then each holder a scheme 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)arrangement, 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, a recapitalization or reorganization (each holder of Stockholder Shares will the foregoing a “Corporate Transaction”), or a sale of a majority or more of the issued and outstanding shares of Common Stock (a “Sale of Stock”), on terms approved by GSC (each of a Corporate Transaction or a Sale of Stock, an “Approved Sale”), the Approved Sale shall be effected and each Investor shall be provided not less that fifteen (15) days’ written notice of such Approved Sale, which notice shall set forth the name and address of the proposed purchaser and the material terms (including without limitation the proposed structure of the Approved Sale and the consideration and the method of payment thereof) and conditions of the Approved Sale, and each Investor shall, with respect to his or its Common Stock (and any other voting securities of the Company) over which such Investor has voting control or otherwise “beneficial ownership” (as defined under the 1934 Act): (i) in the case of a Corporate Transaction, vote (at a stockholders’ meeting which has been duly called or, if so requested by GSC, by written consent) all of his, her or its Common Stock and other voting securities of the Company for, consent to, take all necessary and desirable actions to consummate and not dissent from, object to or otherwise impede the consummation of the Approved Sale and waive any dissenters' all dissenter’s rights, appraisal rights or and similar rights in connection with such merger or consolidation or Corporate Transaction; and (ii) in the case of a sale Sale of stockStock, each holder of Stockholder Shares will agree to sell and sell all of its Stockholder Shares Common Stock and rights to acquire Stockholder Shares Common Stock 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 CompanySale.

Approved Sale. (a) Subject to Section 5(c) below, if If a Company Sale is approved by the Board recommends or approves, and the holders in accordance with this terms of a majority of the Stockholder Shares then outstanding this Agreement (the "Approving Stockholders"including Section 6.02(i)) 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 Member shall vote for and for, consent to and raise no objections against such Approved Sale subject and in connection therewith shall waive any claims related thereto, including claims relating 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 fairness of the proposed Approved Sale, the price paid for Equity Securities in such Approved Sale, the process or timing of the Approved Sale or any similar claims. If the Approved Sale is structured as a (i) a merger or consolidation, each holder of Stockholder Shares will Member shall waive any dissenters' ’ rights, appraisal rights or similar rights in connection with such merger or consolidation consolidation, or (ii) a sale of stockEquity Securities of the Company, each holder of Stockholder Shares will Member shall agree to sell all of its Stockholder Shares and such Member’s Equity Securities or rights to acquire Stockholder Shares Equity Securities (or, if less than all, then the same percentage of each class of such Member’s Equity Securities or rights as the Members engaging in the Approved Sale are selling) on the same terms and conditions as applicable to all of the Stockholder Shares held approved by the Approving StockholdersBoard in accordance with this terms of this Agreement (including Section 6.02(i)). Each Stockholder Member shall take all necessary actions as may be necessary, reasonably desirable or desirable actions otherwise reasonably requested by the Board in order to expeditiously consummate a Transfer in connection with the consummation of the an Approved Sale as reasonably requested by the Approving Stockholders Board (or, in the case of an Approved Sale effected pursuant to Section 10.04(b)(i), the Members exercising the right to effect an Approved Sale pursuant to Section 10.04(b)(i)) and/or the CompanyBoard including entering into agreements to effectuate the provisions of Section 10.04(f).

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. (b) The obligations of the holders of Common Stock with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each holder of Common Stock will sell such Common Stock on the same terms and will receive the same form of consideration and the same portion of the aggregate consideration that such holders of Common Stock would have received if such aggregate consideration had been distributed by Holdings in complete liquidation pursuant to the rights and preferences set forth in Holdings' Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) each holder of shares of a class of Common Stock will be given the same consideration with respect to each share of such class, and if any holders of a class of Common Stock are given an option as to the form and amount of consideration to be received, each holder of such class of Common Stock will be given the same option with respect to each share of such class; and (iii) each holder of then currently exercisable rights to acquire shares of a class of Common Stock will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of such class of Common Stock. (c) If Holdings or the holders of Holdings' securities 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), the holders of Stockholder Shares will, at the request of Holdings, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to Holdings. If any holder of Stockholder Shares appoints a purchaser representative designated by Holdings, Holdings will pay the fees of such purchaser representative, but if any holder of Stockholder Shares declines to appoint the purchaser representative designated by Holdings such holder will appoint another purchaser representative, and such holder will be responsible for the fees of the purchaser representative so appointed. This paragraph (c) shall apply only to holders of Stockholder Shares that are required to appoint a purchaser representative under Regulation D (or any successor regulation then in effect) promulgated by the Securities and Exchange Commission. (d) Holders of Stockholder Shares will bear their pro-rata share (based upon the proceeds to be received by Holders of Stockholder Shares) of the costs of any sale of Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by Holdings or the acquiring party. For purposes of this paragraph 5(d), costs incurred in exercising reasonable efforts to take all necessary actions for the consummation of an Approved Sale in accordance with paragraph 5(a) shall be deemed to be for the benefit of all holders of Common Stock. Costs incurred by holders of Stockholder Shares on their own behalf will not be considered costs of the transaction hereunder.