Common use of Consent to Approved Sale Clause in Contracts

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party (the “Approved Sale”), you shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale. For purposes of this Section 8, an “independent third party” is any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. 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 pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline to appoint the purchaser representative designated by the Company you shall appoint another purchaser representative (reasonably acceptable to the Company), and you shall be responsible for the fees of the purchaser representative so appointed.

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party pursuant to the Drag-Along Right (the “"Approved Sale”"), you the Stockholder shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you the Stockholders shall agree to sell all of your its Shares, Option Shares and rights to acquire Option Shares other Common Stock and Common Stock Equivalents (including, if applicable, the Common Stock and Common Stock Equivalents excluded in clauses x and y of the definition of Common Stock Equivalents) on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You The Stockholder shall take all necessary and desirable actions as determined by the Company (including, without limitation, providing such customary representations and warranties and customary indemnification) in connection with the consummation of the Approved Sale. For purposes of this Section 89, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-fully diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you the Stockholder shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the Stockholder appoints the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline the Stockholder declines to appoint the purchaser representative designated by the Company you the Stockholder shall appoint another purchaser representative (reasonably acceptable to the Company), and you the Stockholder shall be responsible for the fees of the purchaser representative so appointed.

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party (the “"Approved Sale”"), you shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale. For purposes of this Section 810, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline to appoint the purchaser representative designated by the Company you shall appoint another purchaser representative (reasonably acceptable to the Company), and you shall be responsible for the fees of the purchaser representative so appointed.

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party (the “"Approved Sale”"), you shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale. For purposes of this Section 8, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline to appoint the purchaser representative designated by the Company you shall appoint another purchaser representative (reasonably acceptable to the Company), and you shall be responsible for the fees of the purchaser representative so appointed.

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party pursuant to the Drag-Along Right (the “"Approved Sale”"), you the Stockholder shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you the Stockholders shall agree to sell all of your its Shares, Option Shares and rights to acquire Option Shares other Common Stock and Common Stock Equivalents (including, if applicable, the Common Stock and Common Stock Equivalents excluded in clauses x and y of the definition of Common Stock Equivalents) on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You The Stockholder shall take all necessary and desirable actions as determined by the Company (including, without limitation, providing such customary representations and warranties and customary indemnification) in connection with the consummation of the Approved Sale. For purposes of this Section 89, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-fully diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you the Stockholder shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the Stockholder appoints the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline the Stockholder declines to appoint the purchaser representative -15- <PAGE> designated by the Company you the Stockholder shall appoint another purchaser representative (reasonably acceptable to the Company), and you the Stockholder shall be responsible for the fees of the purchaser representative so appointed.. 10. UNDERWRITER

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale of the Company to an independent third party (the “"Approved Sale”"), you shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as a sale of capital stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. You shall take all necessary and desirable actions in connection with the consummation of the Approved Sale. For purposes of this Section 89, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you shall, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline to appoint the purchaser representative designated by the Company you shall appoint another purchaser representative (reasonably acceptable to the Company), and you shall be responsible for the fees of the purchaser representative so appointed.

Consent to Approved Sale. If the Board and the holders of a majority of the Common Stock then outstanding approve the Sale sale of the Company to an independent third party (the “"Approved Sale”"), you shall shall, in your capacity as a holder of this Option, consent to and raise no objections against the Approved Sale, and if . If the Approved Sale is structured as a sale of capital stock, you shall agree to sell all of your Option Shares and rights to acquire Option Shares hereunder on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding, provided that you receive as consideration for the right to acquire each Vested Share an amount equal to the Fair Market Value of the Common Stock less the Exercise Price. You In furtherance of the foregoing, you shall take all necessary and desirable actions in connection with the consummation of the Approved SaleSale reasonably requested by the Committee. For purposes of this Section 87, an “"independent third party” " is any person who does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Common Stock and who is not the spouse, ancestor, ancestor or descendant (by birth or adoption) or descendent of a grandparent of any such 5% owner of the Common Stock. If the Company or the holders of the Company’s 's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated pursuant to the Securities Act may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), you shall, at the reasonable request of the Company, appoint a purchaser representative (as such term is defined in Rule 501 promulgated pursuant to the Securities Act) reasonably acceptable to the Company. If you appoint the purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if you decline to appoint the purchaser representative designated by the Company you shall appoint another purchaser representative (reasonably acceptable to the Company), and you shall be responsible for the fees of the purchaser representative so appointed.