Distributions upon Sale of the Company. Notwithstanding any other provision of this Section 4.5, in the event of a Sale of the Company that results in the sale of Units, each Member shall receive in exchange for the equity securities held by such Member the same portion of the aggregate consideration from such Sale of the Company that such Member would have received if such aggregate consideration had been distributed by the Company pursuant to the terms of Section 4.5(a) (but assuming, for purposes of this determination, that the Units sold in the Sale of the Company are the only Units outstanding). Each holder of equity securities shall take all necessary or desirable actions (as determined by the Manager) in connection with the distribution of the aggregate consideration from such Sale of the Company.
Distributions upon Sale of the Company. In the event of an Approved Sale: (a) each Securityholder shall receive in exchange for the Securityholder Securities held by such Securityholder the same portion of the aggregate consideration from such sale or exchange that such Securityholder would have received if such aggregate consideration had been distributed by the Company pursuant to the terms of Section 4.1 of the LLC Agreement; (b) each holder of then currently exercisable Warrants shall be given an opportunity to either (i) exercise such rights prior to the consummation of the Approved Sale and participate in such Approved Sale as holders of the Common Units and/or Class B Preferred Units obtained upon such exercise or (ii) upon the consummation of the Approved Sale, receive in exchange for such Warrants consideration equal to the same portion of the aggregate consideration from such sale or exchange that such Securityholder would have received in respect of the Common Units and/or Class B Preferred Units underlying such Warrants if such aggregate consideration had been distributed by the Company pursuant to the terms of Section 4.1 of the LLC Agreement LESS the aggregate exercise price for such Common Units and/or Class B Preferred Units; and (c) each holder of Securityholder Securities shall be obligated to join on a pro rata basis (but not on a joint and several basis), based on, but not limited to, the share of the aggregate proceeds paid in such Sale of the Company, in any indemnification or other obligations that the Company's securityholders agree to provide in connection with such Sale of the Company (other than any such obligations that relate specifically to a particular holder of Securityholder Securities such as indemnification with respect to representations and warranties given by a holder regarding such holder's title to and ownership of Securityholder Securities). Each holder of Securityholder Securities shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as reasonably requested by the Company.
Distributions upon Sale of the Company. In the event of a Sale of the Company (whether or not such Sale of the Company constitutes an Approved Sale pursuant to Section 4 above), (a) each holder of Restricted Securities shall receive in exchange for the Restricted Securities held by such holder, the same portion of the aggregate consideration from such sale or exchange that such holder of Restricted Securities would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s certificate of incorporation as in effect immediately prior to such sale or exchange (as reduced in the case of holders of rights to acquire any class of Stockholder Shares by the exercise price per share thereof) and (b) each holder of Restricted Securities shall be obligated to join in any indemnification or other obligations that MDCP agrees to provide (including, without limitation, by way of escrow or holdback of any sale proceeds) in connection with such Sale of the Company (other than any such obligations that relate specifically to a holder of Restricted Securities such as indemnification with respect to representations and warranties given by a holder regarding such holder’s title to and ownership of Restricted Securities), with such holders bearing such liabilities or obligations with the same economic effect, consistent with clause (a) of the foregoing, as if such liabilities or obligations reduced the aggregated consideration payable to the Company’s stockholders in such Sale of the Company prior to the consummation thereof; provided, however, that in no case shall any such holder’s indemnity obligation exceed the dollar value of the proceeds received by such holder in such Sale of the Company.
Distributions upon Sale of the Company. In the event of a sale or exchange by the Stockholders of all or substantially all of the Common Stock held by the Stockholders, the Stockholders shall receive the same portion of the aggregate consideration from such sale or exchange that such Stockholders would have received if such aggregate consideration had been distributed by the Company in complete liquidation.
Distributions upon Sale of the Company. In the event of a Sale -------------------------------------- of the Company, including an Approved Sale, which is effected by means of a sale or exchange of the Company's capital stock (whether by sale, merger, recapitalization, reorganization, consolidation, combination, sale or transfer of capital stock or otherwise), subject to clause (iii) of Section 2.8(b), each Stockholder will receive in exchange for the shares owned by such Stockholder to be sold or exchanged the same portion of the aggregate consideration from such sale or exchange that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation of the Company pursuant to Company Charter, determined as if the securities involved in such Sale of the Company were the Company's sole outstanding securities. Each Stockholder will take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as are requested by the Company to give effect to this Section 2.8(c).
Distributions upon Sale of the Company. In the event of a sale or exchange by the holders of Shareholder Shares of all or substantially all of the Shareholder Shares (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), including an Approved Sale, each holder of Shareholder Shares shall receive in exchange for such holder’s Shareholder Shares the same portion of the aggregate consideration from such sale or exchange that such holder would have received (assuming exercise of all the outstanding warrants and payment of the exercise price thereunder) if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Articles of Incorporation as in effect immediately prior to such sale or exchange. Each holder of Shareholder Shares shall take all reasonably necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as reasonably requested by the Company.
Distributions upon Sale of the Company. Upon the consummation of any (i) merger, consolidation, reorganization, recapitalization or similar transaction involving the Company, (ii) transaction in which members of the GE Group and the MT Group cease to own, directly or indirectly, in the aggregate at least a majority of the voting power of the Company or (iii) Sale of the Company, all cash proceeds or other consideration paid to the Company (other than any amounts being used to pay fees and expenses or pay other obligations in connection with such transaction (including indebtedness)) shall be distributed to the Members in the following order of priority:
(a) first, 100% to (on a pro rata basis, in accordance with the then-current MT Capital Recovery Amount and the then-current GE Capital Recovery Amount) (i) the holder of the Class A Interests, until such holder has received in the aggregate pursuant to Section 7.01(a) and this Section 7.02(a) an amount equal to the then-current MT Capital Recovery Amount and (ii) the holder of the Class B Interests until such holder has received in the aggregate pursuant to Section 7.01(a) and this Section 7.02(a) an amount equal to the then-current GE Capital Recovery Amount; and
(b) second, to each holder of Membership Interests, a percentage equal to the Percentage Interest attributable to the Membership Interests held by such holder. This Section 7.02 shall survive until each of the GE Group and the MT Group cease to hold, directly or indirectly, any Equity Interests in the Company. Distributions pursuant to this Section 7.02 shall be combined with all prior distributions under this Section 7.02 for purposes of calculating amounts distributable to the Membership Interests hereunder. In the event a transaction subject to this Section 7.02 involves non-cash consideration, all such non-cash consideration shall be valued for purposes of applying this Section 7.02 (i) in the case of publicly traded securities, based on the volume-weighted average closing price of such securities in the five full trading days immediately preceding the date of closing of such transaction and (ii) in any other case, as the Fair Market Value of such non-cash consideration. Each Member shall ensure that cash proceeds payable directly to the Members in connection with any transaction set forth in clause (i), (ii) or (iii) of this Section 7.02 (other than any amounts being used to pay fees and expenses or repay indebtedness in connection with such transaction, and any reserves establish...
Distributions upon Sale of the Company. In the event of a sale or exchange by the Stockholders of a majority of the Common Stock held by the Stockholders (whether by sale, merger, recapitalization, reorganization, consolidation, combination, sale or transfer of the Company's capital stock or otherwise), each Stockholder shall receive in exchange for the shares of Common Stock held by such Stockholder the same portion of the aggregate consideration from such sale or exchange that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to such sale or exchange. Each holder of Common Stock shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company.
Distributions upon Sale of the Company. In the event of an Approved Sale, each Securityholder shall receive in exchange for the Securities held by such Securityholder the same portion of the aggregate consideration to be paid in respect of the securities sold in such sale or exchange that such Securityholder would have received if such aggregate consideration had been distributed by the Company pursuant to the terms of Section 4.1(a) of the LLC Agreement; provided, that each Executive and each Other Securityholder shall have the right to receive the same form and amount of consideration per unit (after taking into account the differing amounts that units within a class may be entitled to pursuant to Section 4.1(a) of the LLC Agreement) as all Investors holding units of the same class, and if any Investor is given an option as to the form and amount of consideration to be received, all Executives and all Other Securityholders will be given the same option. Each holder of Securities shall take all necessary or desirable actions in connection with the distribution of such aggregate consideration from such sale or exchange as requested by the Company.
Distributions upon Sale of the Company. In the event of an Approved Sale, each Stockholder shall receive in exchange for the Stockholder Shares held by such Stockholder the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to the consummation of such Approved Sale. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company. Notwithstanding any provision to the contrary, any or all holders of Stockholder Shares representing then currently exercisable options or warrants to acquire Common Stock may be given an opportunity, at the Board’s discretion, to exercise such options or warrants prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock.
