Common use of Company Sale Clause in Contracts

Company Sale. No Company Sale shall be consummated unless, prior to any distribution or payment being made to holders of any Junior Securities, each holder of Preference Shares shall be entitled to receive an amount per Preference Share equal to the greater of (i) the sum of (x) the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since the last Dividend Payment Date through the date of such Company Sale or (ii) the aggregate amount of consideration payable in such Company Sale with respect to the number of Ordinary Shares into which such Preference Share is convertible immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13) (the greater of subclause (i) or subclause (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Shares, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in full.

Company Sale. No Company Sale shall be consummated unless, prior to any distribution or payment being made to holders of any Junior Securities, each holder of Preference Shares shall be entitled to receive an amount per Preference Share equal to (a) In the greater of (i) the sum of (x) the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since the last Dividend Payment Date through the date of such event a Company Sale or (ii) the aggregate amount of consideration payable in such a definitive agreement contemplating a Company Sale is submitted to the stockholders of the Company for adoption or approval (whether at an annual or special meeting of the stockholders or by written consent), or any Person or Group commences a tender offer, exchange offer or other similar offer that, if consummated, would result in a Company Sale, TSG Investor hereby covenants and agrees to vote or tender the Voting Securities it Beneficially Owns at such time with respect to the number of Ordinary Shares into which such Preference Share is convertible immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13) (the greater of subclause as follows: (i) or subclause for so long as TSG Investor Beneficially Owns a number of shares of Voting Securities representing at least thirty-three percent (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form 33%) of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Voting Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Sharesthen-issued and outstanding, then such assets, or the proceeds thereof, TSG Investor: (A) shall be paid permitted to vote or tender, as applicable, up to thirty percent (30%) of the issued and outstanding Voting Securities of the Company at its discretion; and (B) shall vote or tender, as applicable, any Voting Securities it Beneficially Owns in excess of the amount contemplated by the foregoing clause (A) pro rata in accordance with the full respective amounts which would vote or tender, as applicable, of all other issued and outstanding Voting Securities entitled to vote or tender on such matter (other than TSG Investor’s Voting Securities); and (ii) for so long as TSG Investor holds a number of shares of Voting Securities representing at least twenty-five percent (25%), but less than thirty-three percent (33%), of Voting Securities of the Company then-issued and outstanding, TSG Investor: (A) shall be payable permitted to vote or tender, as applicable, up to twenty-five percent (25%) of the issued and outstanding Voting Securities of the Company at its discretion; and (B) shall vote or tender, as applicable, any Voting Securities it Beneficially Owns in excess of the amount contemplated by the foregoing clause (A) pro rata in accordance with the vote or tender, as applicable, of all other issued and outstanding Voting Securities entitled to vote or tender on such matter (other than TSG Investor’s Voting Securities). (b) The Company hereby covenants to the Preference Shares if BF Investor that it shall take all amounts payable thereon were paid in fullNecessary Action to enforce the Company’s rights under this Section 3.1.

Company Sale. No 2.6.1. If, at any time that Bear Stearns Parties own at least 25,000 shares of Common Stock (xxxxx xuch number shall be adjusted as determined by the Board of Directors to reflect any subdivision of shares of Common Stock into a greater number of Shares and any combination of its outstanding shares of Common Stock into a smaller number of Shares (each, a "Stock Adjustment")), the holders of a majority of the Common Stock held by the Bear Stearns Parties approve a Company Sale (the "Approved Sale"), xxx Xtockholders shall be consummated unlessconsent to and raise no objections against the Approved Sale of the Company, prior to any distribution or payment being made to and if the Approved Sale of the Company is structured as a sale of stock, the holders of Common Stock shall sell their shares of Common Stock on the terms and conditions approved by the holders of a majority of the Common Stock held by the Bear Stearns Parties. All holders of Common Stock shall take all xxxxxxx that the holders of a majority of the Common Stock held by the Bear Stearns Parties reasonably deem necessary or desirable in coxxxxxxxn with the consummation of the Approved Sale of the Company including, without limitation, voting their Shares in favor of any Junior Securities, each holder resolution of Preference Shares shall be entitled Stockholders in which the Approved Sale is considered. 2.6.2. The obligations of the holders of Common Stock with respect to receive an amount per Preference Share equal the. Approved Sale of the Company are subject to the greater satisfaction of the condition that, upon the consummation of the Approved Sale (i) all of the sum Common Stock will receive the same form and amount of (x) consideration per share of Common Stock, provided, that if any holders of Common Stock are given an option as to the Accreted Value form and amount of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since consideration to be received, all holders will be given the last Dividend Payment Date through the date of such Company Sale or same option, (ii) the aggregate amount Bear Stearns Parties receive nothing of value pursuant to the traxxxxxxxn other than the same transactional consideration payable per share receivable by all similarly situated Stockholders, plus customary indemnification rights and customary fees for financial advisory and investment banking services rendered and reimbursement of all third party costs, and an officer of the Beat Stearns Parties certifies as to the foregoing, and (iii) the aggregaxx maximum liability of any holder of Common Stock under any representations, warranties and indemnities given in connection with the Approved Sale shall not exceed the proceeds received by such holder of Common Stock as a result of the Approved Sale (unless such holder of Common Stock otherwise consents) and (iv) the terms of the Approved Sale do not impose any non compete obligation on the Management in excess of that set forth in their respective employment agreements with the Company Sale or a Subsidiary. 2.6.3. If the Company or the holders of the Company's 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 Management Shares will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 of the Securities Act) reasonably acceptable to the Company. If any holder of Management Shares appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if any holder of Management Shares declines to appoint another purchaser representative designated by the Company, such holder will appoint another purchaser representative (reasonably acceptable to the Company), and such holder will be responsible for the fees of the purchaser representative so appointed. 2.6.4. The holders of Common Stock will bear their pro rata share (based upon the number of Ordinary Shares into which shares held by such Preference Share is convertible immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13holders that are sold) (the greater of subclause (i) or subclause (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable costs of any sale of Common Stock pursuant to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely an Approved Sale to the extent such costs are incurred for the benefit of all holders of Ordinary Shares Common Stock and are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received not otherwise paid by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Shares, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in fullacquiring party.

Company Sale. No (a) Following the fifth (5th) anniversary of the closing under the Stock Purchase Agreement, either Initial Member (or any transferee of an Initial Member's entire fifty percent (50%) Percentage Interest in the Company) (such Person, the "Proposed Seller"), shall have the right to elect to cause the auction and sale of all, but not less than all, of the Company or its assets or outstanding Membership Units, and, if applicable, all other outstanding equity securities, options, warrants or other rights to exercise, purchase or otherwise acquire the Beneficial Ownership of, any Membership Units, of the Company in an arm's-length third party transaction for consideration consisting solely of Permitted Consideration (a "Company Sale") in accordance with the terms and conditions set forth in this Section 8.3. The Proposed Seller shall have the right to exercise its right to effectuate a Company Sale hereunder by providing written notice of such Proposed Seller's intention to effectuate such Company Sale (the "Company Sale Notice") to the Company and each other Member. (b) The Proposed Seller shall be free for a period of one hundred eighty (180) days from the date of delivery of the Company Sale Notice to enter into a definitive purchase agreement with respect to a proposed Company Sale. The Company Sale shall be consummated unlessconducted pursuant to an auction process by an independent nationally recognized investment banking firm selected by the Proposed Seller (and approved by the DSC Member or JCF Member, prior to any distribution or payment being made to holders of any Junior Securitiesas the case may be, each holder of Preference Shares which approval shall not be unreasonably withheld) in such manner and on such terms as the Proposed Seller determines, provided that all Members are entitled to receive an amount the same price per Preference Share equal Membership Unit, and participate in the transaction on the same terms. No Member shall have the right to participate as a bidder in the greater of (i) auction. The Company and all other Members shall cooperate with the sum of (x) investment banking firm in any Company Sale. The Board shall be kept fully informed and be given the Accreted Value of such Preference Share plus (y) any unpaid dividends on such Preference Share that have accrued since opportunity to participate in the last Dividend Payment Date through negotiations and discussion concerning the date of such Company Sale or (ii) process. All Members agree, and will cause their representatives on the aggregate amount Board, to vote in favor of consideration payable in such any Company Sale with respect to the number of Ordinary Shares into which such Preference Share is convertible immediately prior to such Company Sale (assuming the conversion of all such Preference Shares in accordance with clause 13) (the greater of subclause (i) or subclause (ii), the “Sale Payment”). The Sale Payment shall be paid in the same form of consideration and proportion (i.e., in cash and/or other consideration) paid in such Company Sale on the closing date of such Company Sale; provided, however, if such Company Sale is entered into prior to the three year anniversary of the Closing, then the consideration payable to each holder of Preference Shares shall be payable either (i) solely in cash or Liquid Securities, or (ii) solely to the extent holders of Ordinary Shares are receiving securities, other than Liquid Securities in such Company Sale, then each holder of Preference Shares shall have the option of receiving non-Liquid Securities of either the same class received by holders of Ordinary Shares or in the form of Acceptable Securities. The value of any non-cash consideration to be delivered to the holders of Preference Shares in a Company Sale shall be the fair market value of such non-cash consideration (as determined by an independent appraiser selected in good faith by the Board of Directors). Upon receipt of the full amounts provided for in this clause 12(b), the Preference Shares shall be automatically cancelled and the holders of Preference Shares shall not be entitled to any other amounts. If the assets of the Company or proceeds thereof are not sufficient to pay in full the aggregate Sale Payment payable on the Preference Shares, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective amounts which would be payable on the Preference Shares if all amounts payable thereon were paid in fullSection 8.