Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (a) upon the consummation of such Approved Sale, the Stockholders will receive (i) the amount of consideration to which such Stockholders are entitled pursuant to a Liquidation under the Charter and (ii) the same form and amount of consideration per share of Common Stock or Preferred Stock of such series, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Preferred Stock of such series, all holders of Common Stock and Preferred Stock of such series, as applicable, will be given the same option, (b) the representations and warranties to be made by any Stockholder shall be limited to enforceability of its obligations and title to its Securities, (c) any indemnification obligations of a Stockholder shall be several, not joint, and shall (other than with respect to breaches representations and warranties with respect to enforceability of such Stockholder’s obligations and title to Securities) be pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale, and (d) the aggregate liability of a Stockholder with respect to indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such Stockholder in connection with such Approved Sale.
Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the holders of Common Stock shall receive the same forms and amounts of consideration per share outstanding, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders shall be given the same option.
Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such Approved Sale, all of the sellers of Common Stock and Series A Preferred Stock, respectively, will receive the same form and amount of consideration per share of Common Stock or Series A Preferred Stock, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Series A Preferred Stock, all holders of Common Stock and Series A Preferred Stock, as applicable, will be given the same option, (ii) the holders of Common Equity Rights shall not be required to exercise or convert such Common Equity Rights prior to or in connection with such Approved Sale, (iii) upon consummation of such Approved Sale, the sellers of Common Equity Rights that have not been exercised or converted prior to or in connection with such Approved Sale will receive the same form and amount of consideration per share of Common Stock as such seller would have received had such seller exercised or converted such Common Equity Rights immediately prior to the consummation of such Approved Sale, provided that the amount of consideration per share of Common Stock shall be reduced by the exercise or conversion price per share that would have been payable upon conversion or exercise thereof, (iv) any indemnification obligations of the sellers shall be several, not joint, and shall (other than with respect to representations and warranties with respect to enforceability of any seller's obligations and title to Securities) be pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale, (v) any escrow securing indemnity obligations of the sellers shall be funded by the Sellers pro rata based on the value of the proceeds received by the sellers in connection with such Approved Sale and (vi) the aggregate liability of each seller with respect to indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such seller in connection with such Approved Sale. It shall be a condition to any Approved Sale structured as a stock sale that (a) if any consideration will be received in respect of Common Stock, then the purchaser with respect to such transaction contemporaneously will purchase all of the outstanding shares of Series A Preferred Stock and that each holder thereof...
Received Consideration. The obligations of the Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all holders of Common Stock will receive the same
Received Consideration. The obligations of the Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the holders of Common Stock shall receive the same forms and amounts of consideration per share outstanding, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders shall be given the same option. In addition, the obligation of the Warrant Securityholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon consummation of such sale, all of the holders of Warrants shall receive the same forms and amounts of consideration per Warrant Share issuable upon exercise of the Warrants, less any exercise price, or if any holders are given an option as to the form and amount of consideration to be received per share, all holders of Warrants shall be given the same option.
Received Consideration. The obligations of each Stockholder with respect to any Approved Sale are subject to the satisfaction of the conditions that (a) upon the consummation of the Approved Sale, each Stockholder will receive the same form and amount of consideration per share of outstanding Common Stock and Preferred Stock and per Note as is given to each other Stockholder, or if any holders are given an option as to the form and amount of consideration to be received, all holders will be given the same option, and no Stockholder will be entitled to receive any economic benefits which are not made on a pro rata basis to all of the other Stockholders; provided, that (i) no Stockholder shall be required to accept any consideration which it is prohibited by law from receiving and (b) in such event, such Stockholder shall be entitled to receive cash or the economic equivalent of such consideration in other property, and (ii) receipt by the holders of Securities of a written fairness opinion from an investment banking firm of national prominence which is not an Affiliate of the Company or of any Stockholder and which is selected by the Company's Board of Directors that the consideration per share of Common Stock and Preferred Stock and per Note to be received by each holder of Securities is not less than the fair value thereof. In determining the amount of consideration per share payable to any Stockholder in connection with an Approved Sale, all consulting, noncompetition, investment banking or other fees payable to such Stockholder in connection with such Approved Sale shall be deemed to be part of the consideration payable to such Stockholder in such Approved Sale (other than any bona fide investment banking fees paid to the TA Stockholders in connection with any investment banking or advisory services rendered by them in connection with such Approved Sale).
Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the conditions that (i) upon the consummation of such sale, all of the Stockholders will receive the same form and amount of consideration per share of Class B Common Stock (determined on a fully-diluted basis), or if any such Stockholders are given an option as to the form and amount of consideration to be received per share of Class B Common Stock (determined on a fully-diluted basis), all Stockholders will be given the same option, (ii) at least 80% of the consideration per share of Class B Common Stock (determined on a fully-diluted basis) shall be paid in cash or marketable securities, (iii) the representations and warranties to be made by any Mezzanine Stockholder shall be limited to authority to sell the Mezzanine Securities and title to the Mezzanine Securities and (iv) the aggregate liability of each such Stockholder with respect to any indemnification obligations in connection with such Approved Sale shall be limited to the proceeds received by such Stockholder in connection with such Approved Sale.
Received Consideration. The obligations of the Stockholders with respect to any Approved Sale are subject to the satisfaction of the condition that upon the consummation of such sale, all of the sellers of Common Stock and Preferred Stock, respectively, will receive the same form and amount of consideration per share of Common Stock and Preferred Stock, as applicable, or if any such sellers are given an option as to the form and amount of consideration to be received per share of Common Stock or Preferred Stock, all holders of Common Stock and Preferred Stock, as applicable, will be given the same option and all of the sellers of Securities exercisable for Common Stock and Preferred Stock will receive the same form and amount of consideration and the same options as to form and amount of consideration, referred to above, in each case per share of Common Stock and Preferred Stock, as the case may be, less the exercise price per share of Common Stock or Preferred Stock, as the case may be. It shall be a condition to any Approved Sale structured as a stock sale that the purchaser with respect to such transaction contemporaneously purchase or cause to be redeemed all of the outstanding Preferred Stock for a price per share equal to the Liquidation Value (as defined in the Charter), plus all accrued and unpaid dividends thereon.
