Common use of Sale of All or Substantially Clause in Contracts

Sale of All or Substantially. All Stock or Assets, or Merger. In the event that all or substantially all of the Corporation's stock or all or substantially all assets of the Corporation are transferred or sold, or upon a merger or other business combination, then all Restricted Shares will become Unrestricted Shares to the extent that value for the entire Corporation indicated by the gross sale price as determined in good faith by the Board of Directors in such transaction results in an internal rate of return to those Original Investors who, at the time of such transaction, continue to be stockholders of the Corporation, of at least 40% on a compounded annual basis based upon such persons' original holdings in the Corporation (after taking into account the amount and timing of all distributions and payments received by those Original Investors from the Corporation, after considering Unrestricted and Earned Shares then held by Management, and after giving effect to Restricted Shares that become Unrestricted Shares as result of such sale, transfer or merger). Restricted Shares that do not become Unrestricted Shares as a result of such sale, transfer or merger shall retain their characteristics and potential benefits as Restricted Shares under this Agreement, unless such issue is expressly addressed in the documentation with respect to such sale, transfer or merger. The Corporation may, without the consent of Employee, modify or eliminate the Restricted Share rights and designation as to Restricted Shares not converted to Unrestricted Shares in the documentation with respect to such sale, transfer or merger where the Corporation agrees in writing to such matters as part of such sale, transfer or merger.