Initiation of Sale Process. Upon written notice to the Company from the Electing Holders, the Company shall initiate a process (the “Sale Process”), in accordance with this Section _, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Holder Representative”) to act on behalf of the Electing Holders and to exercise the authority granted to the Holder Representative pursuant to Section ___ below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section ___below.
Initiation of Sale Process. (a) Subject to Section 7.1(b) and Section 7.1(c), upon written notice to the Company from either or both Major Stockholder(s) (the “Electing Holder” or “Electing Holders” and such notice, a “Sale Notice”), the Company shall initiate a process (the “Sale Process”), in accordance with this Section 7, intended to result in a Sale of the Company. Such Sale Notice shall include a designation of one individual (the “Holder Representative”) to act on behalf of the Electing Holder(s) and to exercise the authority granted to the Holder Representative pursuant to Section 7.2. Subject to Section 7.1(b) and Section 7.1(c), (i) each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor and Deal Counsel, to facilitate a Sale of the Company following delivery of the Sale Notice and (ii), in furtherance of the foregoing, upon receipt of the Sale Notice, the Company shall, and shall cause its officers, employees, consultants, counsel and advisors, to take the actions set forth in Section 7.2.
(b) A Major Stockholder may only deliver a Sale Notice on or after the date that is fifty-four (54) months after the Effective Time.
(c) If a Major Stockholder delivers a Sale Notice on a date prior to the date that is sixty-six (66) months after the Effective Time (the “Cutoff Date”), the other Major Stockholder may elect to delay the initiation of the Sale Process up to (but in no event to a date later than) the Cutoff Date if, on the date the Sale Notice is delivered, the value of the S&P 500 index is 88% or less than its peak value during the twelve (12) months preceding the date the Sale Notice is delivered.
Initiation of Sale Process. Upon written notice delivered to the Company by the Majority Investors at any time beginning on the fourth anniversary of the Closing, the Company shall initiate a process (the “Sale Process”), in accordance with this Article VI (but subject to Section 6.02(d)), intended to result in the entry, within 105 days after the date of such notice, into definitive agreements relating to a Sale of the Company. Each of the Investors and the Company agrees to use its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and the Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall, and shall cause its Representatives to, take the actions set forth in Section 6.02 below.
Initiation of Sale Process. If the Issuer Stockholder Approval is not obtained during the period set forth in Section 9.9(a), then the Company shall initiate a process (the “Sale Process”), in accordance with this Section 9.9, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Holder Representative”) to act on behalf of the BR Member and to exercise the authority granted to the Holder Representative pursuant to Section 9.9(c) below. Each of the Members and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 9.9(c) below.
Initiation of Sale Process. (a) At any time following -------------------------- the fourth anniversary of the Effective Date, any Major Stockholder shall be entitled to require the Board of Directors of the Company to direct the Company's management to solicit offers from third parties to engage in a Sale Transaction (as defined below); provided, however, that this Section 3.6 shall -------- ------- be of no force or effect from and after the consummation of an Initial Public Offering. In such event the Company shall take all actions reasonably necessary to solicit such offers, including, but not limited to, engaging the services of an investment banker selected by a majority of the Board of Directors of the Company (without regard to Section 3.2) with the consent of all then-existing Major Stockholders, which consent shall not be unreasonably withheld or delayed, with a view toward obtaining the highest aggregate price per share of Common Stock. Upon receipt of such offers, the Company shall enter into such agreements as shall be necessary to effectuate the acquisition (whether by the sale of stock or assets or by merger or consolidation or similar transaction) of the Company (a "Sale Transaction") at the highest aggregate price per share of Common Stock and the Board of Directors shall approve such actions (including the execution and delivery of any definitive acquisition agreement); provided, -------- however, that neither the Company nor the Board of Directors shall be required ------- to take any such action unless the Board shall have received an opinion from the Company's financial advisor to the effect that the consideration to be paid in respect of the shares of Common Stock in such transaction is fair to the Company's stockholders from a financial point of view.
(b) If the Board of Directors of the Company adopts a resolution approving a Sale Transaction pursuant to Section 3.6(a), each Stockholder shall vote all shares of Common Stock held by it in favor of such Sale Transaction and shall otherwise cooperate with the Company in connection with the effectuation of such Sale Transaction.
Initiation of Sale Process. (a) Upon written notice to the Company from the holders of at least fifty percent (50%) of the number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock issued pursuant to the Subscription Agreement (the “Electing Investors”) at any time on or and after the Fifth Anniversary, to the extent that the IPO has not been consummated, the Company shall initiate a process (the “Sale Process”), in accordance with this SECTION 3, intended to result in a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall take, and shall cause its officers, employees, consultants, counsel and advisors to take, the actions set forth in Section 3.3 below.
(b) Notwithstanding anything in Section 3.1(a) to the contrary, the Company shall not be required to initiate a Sale Process prior to the date that is six months after the Fifth Anniversary (the “IPO Deadline”) if, prior to the Fifth Anniversary, (i) the Company gives written notice to the Electing Investors stating its intent to consummate an IPO prior to the IPO Deadline and (ii) the Company files a registration statement under the Securities Act for the IPO. Notwithstanding the foregoing, in the event that an IPO is not consummated prior to the IPO Deadline, the Electing Investors shall have the right to cause the Company to initiate a Sale Process pursuant to Section 3.1(a) above.
(c) The rights set forth in this SECTION 3 shall terminate upon the effectiveness of the earlier of (i) the consummation of the IPO or (ii) a Sale of the Company.
Initiation of Sale Process. Upon written notice to the Company from the Required Series A Holders at any time after the Company fails to pay the Redemption Price (as defined in the Certificate) on any Redemption Date (as defined in the Certificate) for any reason (including without limitation as a result of compliance with applicable law or otherwise) (in each case, the “Redemption”), the Company shall initiate a process (the “Sale Process”), in accordance with this Section 6.5, intended to result in a Sale of the Company. Such written notice shall include a designation of one individual (the “Holder Representative”) to act on behalf of the Required Series A Holders and to exercise the authority granted to the Holder Representative pursuant to Section 6.5(d) below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined in Section 6.5(b)(i) below) and Deal Counsel (as defined in Section 6.5(b)(i) below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 6.5(b)(ii) below.
Initiation of Sale Process. At any time on or after December 2, 2024, in the event of a written notice to the Company from the Selling Investors, the Company shall initiate a process (the “Sale Process”), in accordance with this Section 4.1, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Investor Representative”) to act on behalf of the Selling Investors and to exercise the authority granted to the Investor Representative pursuant to Section 4.4 below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 4.2 below.
