Common use of Sale Obligation Clause in Contracts

Sale Obligation. If the FS Stockholder finds a buyer for --------------- all of the shares of Common Stock held by the FS Stockholder (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Stockholder, each of the New Stockholders shall sell all or any portion of the Securities beneficially owned by such New Stockholder to such third-party buyer pursuant to the terms and conditions negotiated by the FS Stockholder. All holders of each class of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. Each of the New Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Stockholders further agrees to timely take such other actions as the FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Securities in favor of such sale. Each New Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock.

Sale Obligation. If the FS Stockholder finds Investor proposes to sell to a buyer for --------------- all Third-Party any of the shares of Common Stock and other Securities held by the FS Stockholder Investor (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger merger, recapitalization or other form of transaction), then upon the request of the FS StockholderInvestor, each of the New Existing Stockholders shall sell all or any portion the same percentage, as applicable, of the shares of Common Stock and other Securities beneficially owned by such New Existing Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the FS StockholderInvestor for the sale of the Securities held by the Investor. All holders For example, if Investor proposes to sell 35% of each class the shares of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series held by it, the Existing Stockholders shall, upon request of preferred stock that is not convertible into Investor, sell 35% of the shares of Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holderheld by them. Each of the New Existing Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Existing Stockholders further agrees to timely take such other actions as the FS Stockholder Investor may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Securities securities with voting rights in favor of such sale and waiving any dissenters’ rights. Each Existing Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties with respect to the Company as are made by the Investor in connection with such sale. Each New Existing Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock4.

Sale Obligation. If From and after April 1, 2000, or --------------- earlier if consented to by Sears Stockholder, if the FS Stockholder finds a third-party buyer for --------------- to which it sells all of the shares of Common Stock held by the FS Stockholder and its Permitted Transferees and assignees (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Stockholder, each of the New Existing Stockholders and the Ripplewood Stockholder shall sell all or any portion of the Securities shares of Common Stock and the Taubman Option beneficially owned by such New Existing Stockholder and the Ripplewood Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the FS Stockholder. All holders Stockholder for the sale of each class shares of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series held by the FS Stockholder and subject to the provisions of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from Taubman Option with respect to the consideration to be receivedreceived for such Option; provided however provided, that if an Existing -------- Stockholder and the exercise price Ripplewood Stockholder shall have no obligation to sell its shares of such Security is greater than Common Stock and the consideration Taubman Option pursuant to be received, such Security shall be canceled without any payment to this Section 4 unless the FS Stockholder (including its holderPermitted Transferees and assignees) sells all of the shares of Common Stock held by them. Each of the New Existing Stockholders and the Ripplewood Stockholder agrees to such sale sale, and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Existing Stockholders and the Ripplewood Stockholder further agrees to timely take such other actions as the FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Voting Securities in favor of such sale. Each New Existing Stockholder shall pay the reasonable incremental out-of-pocket expenses incurred by the FS Stockholder in connection with the inclusion of such Existing Stockholder in a sale consummated pursuant to this Section 4. The Ripplewood Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock4.

Sale Obligation. If the FS Stockholder finds a third-party --------------- buyer for --------------- to which it sells all of the shares of Common Stock held by the FS Stockholder (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Stockholder, each of the New Existing Stockholders and the Ripplewood Stockholder shall sell all or any portion of the Securities shares of Common Stock and the Taubman Option beneficially owned by such New Existing Stockholder and the Ripplewood Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the FS Stockholder. All holders Stockholder for the sale of each class shares of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series held by the FS Stockholder and subject to the provisions of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from Taubman Option with respect to the consideration to be receivedreceived for such Option; provided however provided, that if an Existing Stockholder and the exercise price Ripplewood Stockholder shall have -------- no obligation to sell its shares of such Security is greater than Common Stock and the consideration Taubman Option pursuant to be received, such Security shall be canceled without any payment to this Section 4 unless the FS Stockholder (including its holderPermitted Transferees and assignees) sells all of the shares of Common Stock held by them. Each of the New Existing Stockholders and the Ripplewood Stockholder agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Existing Stockholders and the Ripplewood Stockholder further agrees to timely take such other actions as the FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Voting Securities in favor of such sale. Each New Existing Stockholder shall pay the reasonable incremental out-of-pocket expenses incurred by the FS Stockholder in connection with the inclusion of such Existing Stockholder in a sale consummated pursuant to this Section 4. The Ripplewood Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock4.

Sale Obligation. If the FS Stockholder Holding finds a buyer or transferee --------------- (other than a Permitted Transferee) for --------------- all of the shares of Common Stock held by the FS Stockholder Holding (whether such sale is by way of purchase, merger or other form of transaction), upon the request of Holding, the FS Stockholder, each of the New Stockholders Trust shall sell or transfer all or any portion of the Securities beneficially owned by such New Stockholder the Trust to such third-party buyer pursuant to on the same terms and conditions negotiated by applicable to Holding, provided, however, that if the FS Stockholderbuyer is a party other than a company whose common stock is publicly traded, the Trust shall not be required to accept consideration other than cash, provided, further, that if the buyer's common stock is publicly traded, the Trust shall not be obligated to accept consideration other than cash and/or capital stock of the buyer. All Subject to the first sentence of this Section 4.1, all holders of each class of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. Each of the New Stockholders The Trust agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no New Stockholder Shareholder or Permitted Transferee shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer transfer, no conflicts with other agreements and its title to the Securities transferred, provided, further, that if a Shareholder or Permitted Transferee elects to make other representations and warranties, it shall not obligate any other Shareholder or Permitted Transferee to do so. Each of The Shareholders and their Permitted Transferees shall have no obligation to indemnify a buyer with respect to representations and warranties regarding the New Stockholders Company, provided, that if a Shareholder or Permitted Transferee elects to indemnify a buyer, it shall not obligate any other Shareholder or Permitted Transferee to do so. The Trust further agrees to timely take such other actions as the FS Stockholder Holding may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Securities in favor of such salesale and waiving any appraisal or dissenters rights. Each New Stockholder Shareholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder Shareholder compared to the aggregate consideration received by all New Stockholders Shareholders in the transactiontransaction without giving effect to any deduction of exercise price of a Security) of the reasonable out-of-pocket expenses (not including any expenses paid or payable to an Affiliate or Associate of Holding) incurred and paid by the FS Stockholder Holding in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock4.1.

Sale Obligation. If the FS Stockholder finds proposes to sell to a --------------- third-party buyer for --------------- all or (in a transaction which contemplates the partial retention by the Company's existing securityholders of a portion of the Company's issued and outstanding Securities) a substantial portion of the shares of Common Stock, Preferred Stock and other Securities held by the FS Stockholder (including its Permitted Transferees and assignees) (whether such sale is by way of purchase, merger merger, recapitalization or other form of transaction), upon the request of the FS Stockholder, each of the New Existing Stockholders and the Additional Stockholders shall sell all or any portion the same percentages of the shares of Common Stock, Preferred Stock and other Securities beneficially owned by such New Existing Stockholder or such Additional Stockholder to such third-party buyer pursuant to the same terms and conditions negotiated by the FS Stockholder for the sale of the Securities held by the FS Stockholder. All holders of each class of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. Each of the New Existing Stockholders and the Additional Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Existing Stockholders and the Additional Stockholders further agrees to timely take such other actions as the FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Voting Securities in favor of such salesale and waiving any dissenters' rights and, in the event such transaction is structured as a recapitalization, agreeing to transfer and retain those percentages of Securities as are requested by the FS Stockholder. Each New Existing Stockholder and each Additional Stockholder shall be required to make customary representations and warranties in connection with such transfer with respect to its own authority to transfer and its title to the Securities transferred, together with such other representations and warranties as are made by the FS Stockholder in connection with such sale (provided, that, in connection with such sale, the FS Stockholder shall make a good faith effort to negotiate with such Third Party that, in the event of a breach of any such other representation or warranty, the liability imposed upon each Existing Stockholder and each Additional Stockholder therefor will be several, based upon such Stockholder's proportionate share of the aggregate proceeds to be received by all of the Stockholder's in connection with such sale; provided, further that regardless of the success of such efforts, the liability imposed upon each Additional Stockholder will be several as described in this proviso). Each Existing Stockholder and each Additional Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing provisions of this Section 3, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock4.

Sale Obligation. If the FS Stockholder finds a buyer for --------------- all of --------------- the shares of Common Stock held by the FS Stockholder (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Stockholder, each of the New Existing Stockholders shall sell all or any portion of the Securities beneficially owned by such New Existing Stockholder to such third-third- party buyer pursuant to the terms and conditions negotiated by the FS Stockholder. All holders of each class of Securities shall receive the same form and amount of consideration for such Securities. Any Security that is convertible into Common Stock shall be purchased on an "as converted" basis. Any series of preferred stock that is not convertible into Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled cancelled without any payment to its holder. Each of the New Existing Stockholders agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no New Stockholder shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer and its title to the Securities transferred. Each of the New Existing Stockholders further agrees to timely take such other actions as the FS Stockholder may reasonably request to enforce its obligation to sell its Securities, and otherwise as necessary in connection with the approval of the consummation of such sale, including voting all Securities in favor of such sale. Each New Stockholder shall pay its pro rata portion (based on the total value of the consideration received by such New Stockholder compared to the aggregate consideration received by all New Stockholders in the transaction) of the reasonable out-of-pocket expenses incurred by the FS Stockholder in connection with a sale consummated pursuant to this Section 3 4 (not including, however any transaction fee charged by the FS Stockholder or its Affiliates). Notwithstanding the foregoing forgoing provisions of this Section 34, no New Stockholder shall have any obligation to sell Securities in connection with any sale by the FS Stockholder of all of its shares of Common Stock unless, prior to the consummation of such sale, (i) the Board determines that the consideration to be received by the New Stockholders in such sale for their shares of Common Stock is not less than the aggregate fair market value of the shares of Common Stock held by the New Stockholders and (ii) the Company shall have obtained a fairness opinion from an investment banking firm that such a sale is fair, from a financial point of view, to the holders of Common Stock.