Common use of Consent Sale Clause in Contracts

Consent Sale. In the event (i) the requisite affirmative vote or written consent of the Majority Party is obtained with respect to a transaction or transactions described in Sections 6.1(a)(i) (merger, etc.), (ii) (dissolution, etc.), (iii) (significant line of business), (vi) (issue capital stock or other securities, etc.), (vii) (reclassify capital stock, etc.), (ix) (incur Indebtedness, etc.) or (xi) (Encumbrances), and (ii) the transaction(s) subject to such affirmative vote or consent of the Majority Party is consummated, the Minority Party (together its Entity Affiliates) shall be entitled, subject to the Majority Party’s right to Transfer its Securities pursuant to Article 3 as a Tag-Along Party as well as the Majority Party’s right of first negotiation pursuant to Section 3.5, to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person (such a Transfer or assignment, “Consent Sale”). The Minority Party shall be required to provide the Company with written notice of its intent to explore a Consent Sale within forty (40) Business Days following consummation of the transaction subject to the Majority Party’s consent (which forty (40) Business Day period shall run concurrently with the periods set forth in Section 3.5). Within seven (7) months (or such longer period as may be reasonably required in order to obtain any necessary regulatory approvals as long as the Minority Party and the prospective transferee are using commercially reasonable efforts to obtain such approvals) following the latest to occur of (i) the expiration of such forty (40) Business Day period, (ii) the expiration of the ROFN Period prior to entering into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, or (iii) the expiration of the ROFN Definitive Documentation Period, if applicable, prior to the execution of definitive documentation with respect to a ROFN Transaction, the Minority Party will be required to consummate such Consent Sale if it is to be consummated at all. In addition, any such Consent Sale shall also comply with the notice, timing and other applicable Transfer requirements and obligations set forth in Article 3 as relates to the Consent Sale (including, but not limited to, the Majority Party’s rights under Sections 3.2); provided, however, that in no event shall the provisions of Article 3 operate to shorten the time periods expressed in the preceding sentence of this Section with respect to the Minority Party’s ability to pursue and subsequently consummate a Consent Sale.

Consent Sale. In the event (i) Harbinger is the Majority Party and the requisite affirmative vote or written consent of the Majority Party is obtained with respect to a transaction or transactions described in Sections 6.1(a)(i) (merger, etc.), (ii) (dissolution, etc.), (iii) (significant line of business), (vi) (issue capital stock or other securities, etc.), (vii) (reclassify capital stock, etc.), (ix) (incur Indebtedness, etc.) ), or (xi) (Encumbrances), and (ii) the transaction(s) subject to such affirmative vote or consent of the Majority Party is consummated, the Minority Party Pinnacle (together its Entity Affiliates) shall be entitled, subject to the Majority PartyHarbinger’s right to Transfer its Securities pursuant to Article 3 as a Tag-Along Party as well as the Majority PartyHarbinger’s right of first negotiation pursuant to Section 3.5, to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person (such a Transfer or assignment, “Consent Sale”). The Minority Party Pinnacle shall be required to provide the Company with written notice of its intent to explore a Consent Sale within forty (40) 40 Business Days following consummation of the transaction subject to the Majority PartyHarbinger’s consent (which forty (40) 40 Business Day period shall run concurrently with the periods set forth in Section 3.5). Within seven (7) months (or such longer period as may be reasonably required in order to obtain any necessary regulatory approvals as long as the Minority Party and the prospective transferee are using commercially reasonable efforts to obtain such approvals) following the latest to occur of (i) the expiration of such forty (40) 40 Business Day period, (ii) the expiration of the ROFN Period prior to entering into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, or (iii) the expiration of the ROFN Definitive Documentation Period, if applicable, prior to the execution of definitive documentation with respect to a ROFN Transaction, the Minority Party Pinnacle will be required to consummate such Consent Sale if it is to be consummated at allSale. In addition, any such Consent Sale shall also comply with the notice, timing and other applicable Transfer requirements and obligations set forth in Article 3 as relates to the Consent Sale (including, but not limited to, the Majority PartyHarbinger’s rights under Sections 3.2); provided, however, however that in no event shall the provisions of Article 3 operate to shorten the time periods expressed in the preceding sentence of this Section with respect to the Minority Party’s ability to pursue and subsequently consummate a Consent Sale.

Consent Sale. In the event (i) the requisite affirmative vote or written consent of the Majority Party is obtained with respect to a transaction or transactions described in Sections 6.1(a)(i) (merger, etc.), (ii) (dissolution, etc.), (iii) (significant line of business), (vi) (issue capital stock or other securities, etc.), (vii) (reclassify capital stock, etc.), (ix) (incur Indebtedness, etc.) or (xi) (Encumbrances), and (ii) the transaction(s) subject to such affirmative vote or consent of the Majority Party is consummated, the Minority Party (together its Entity Affiliates) shall be entitled, subject to the Majority Party’s right to Transfer its Securities pursuant to Article 3 as a Tag-Along Party as well as the Majority Party’s right of first negotiation pursuant to Section 3.5, to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person (such a Transfer or assignment, “Consent Sale”). The Minority Party shall be required to provide the Company with written notice of its intent to explore a Consent Sale within forty (40) Business Days following consummation of the transaction subject to the Majority Party’s consent (which forty (40) Business Day period shall run concurrently with the periods set forth in Section 3.5). Within seven (7) months (or such longer period as may be reasonably required in order to obtain any necessary regulatory approvals as long as the Minority Party and the prospective transferee are using commercially reasonable efforts to obtain such approvals) following the latest to occur of (i) the expiration of such forty (40) Business Day period, (ii) the expiration of the ROFN Period prior to entering into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, or (iii) the expiration of the ROFN Definitive Documentation Period, if applicable, prior to the execution of definitive documentation with respect to a ROFN Transaction, the Minority Party will be required to consummate such Consent Sale if it is to be consummated at all. In addition, any such Consent Sale shall also comply with the notice, timing and other applicable Transfer requirements and obligations set forth in Article 3 as relates to the Consent Sale (including, but not limited to, the Majority Party’s rights under Sections 3.2); provided, however, however that in no event shall the provisions of Article 3 operate to shorten the time periods expressed in the preceding sentence of this Section with respect to the Minority Party’s ability to pursue and subsequently consummate a Consent Sale.

Consent Sale. In the event (i) the requisite affirmative vote or written consent of the Majority Party is obtained with respect to a transaction or transactions described in Sections 6.1(a)(i) (merger, etc.), (ii) (dissolution, etc.), (iii) (significant line of business), (vi) (issue capital stock or other securities, etc.), (vii) (reclassify capital stock, etc.), (ix) (incur Indebtedness, etc.) or (xi) (Encumbrances), and (ii) the transaction(s) subject to such affirmative vote or consent of the Majority Party is consummated, the Minority Party (together its Entity Affiliates) shall be entitled, subject to the Majority Party’s right to Transfer its Securities pursuant to Article 3 as a Tag-Along Party as well as the Majority Party’s right of first negotiation pursuant to Section 3.5, to Transfer and assign in whole or in part to an unaffiliated third party any or all of its Securities, and any or all of its right, title and interest in and to, and all of its obligations under or in respect of, this Agreement and any such Securities or other agreement or instrument, without restriction and without the consent of the Company or any other Person (such a Transfer or assignment, “Consent Sale”). The Minority Party shall be required to provide the Company with written notice of its intent to explore a Consent Sale within forty (40) 40 Business Days following consummation of the transaction subject to the Majority Party’s consent (which forty (40) 40 Business Day period shall run concurrently with the periods set forth in Section 3.5). Within seven (7) months (or such longer period as may be reasonably required in order to obtain any necessary regulatory approvals as long as the Minority Party and the prospective transferee are using commercially reasonable efforts to obtain such approvals) following the latest to occur of (i) the expiration of such forty (40) 40 Business Day period, (ii) the expiration of the ROFN Period prior to entering into a non-binding term sheet or non-binding letter of intent with respect to a ROFN Transaction, or (iii) the expiration of the ROFN Definitive Documentation Period, if applicable, prior to the execution of definitive documentation with respect to a ROFN Transaction, the Minority Party will be required to consummate such Consent Sale if it is to be consummated at all. In addition, any such Consent Sale shall also comply with the notice, timing and other applicable Transfer requirements and obligations set forth in Article 3 as relates to the Consent Sale (including, but not limited to, the Majority Party’s rights under Sections 3.2); provided, however, however that in no event shall the provisions of Article 3 operate to shorten the time periods expressed in the preceding sentence of this Section with respect to the Minority Party’s ability to pursue and subsequently consummate a Consent Sale.