Sale of Company. (a) If the Board and the holders of a majority of the Company’s Shares approve a Sale of the Company (the “Approved Sale”), the holders of Shares shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of capital stock, the holders of Shares shall agree to sell their Shares on the terms and conditions approved by the Board and the holders of a majority of the Company’s Shares. The holders of Shares shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. Notwithstanding the foregoing, in the event the consideration to be received by the holders of Shares in connection with the Approved Sale shall include either: (i) shares of common stock of a class which is not listed on an national securities exchange or in the Nasdaq system and which is not entitled to registration rights for sale in a registered public offering under the 1933 Act, or (ii) shares of senior equity securities which do not provide for a scheduled redemption or a redemption at the option of the holders thereof, such holders shall not be required to sell their Shares pursuant to this Section 5(a) (collectively, the “Illiquid Consideration”).
(b) The obligations of the holders of Shares with respect to the Approved Sale is subject to the satisfaction of the condition that, upon the consummation of the Approved Sale, all of the holders of Shares receive the same form and amount of consideration per Share or if any holders of Shares are given an option as to the form and amount of consideration to be received, all holders be given the same option.
(c) If the Company or the holders of the Company’s securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Shares shall, at the request of the Company, appoint a “purchaser representative” (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Shares appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Shares declines to appoint the purchaser representative (reasonably acceptable to the Company), and such holder shall be res...
Sale of Company. In the event that a controlling interest (over 50%) of --------------- ELCOM is sold to a third party, other then the Public markets, EMPLOYEE may exercise one hundred percent (100%) of all options granted under Section 2 herein. EMPLOYEE must exercise said options within sixty (60) days of notification of the acquisition of a controlling interest by a third party. Any Options not exercised by EMPLOYEE within this sixty (60) day period will terminate in full upon expiration of said sixty (60) day period.
Sale of Company. If all or substantially all of the stock or assets of the Company is sold, the Parent shall have the option to either (i) pay this Note in full or cause this Note to be paid in full or (ii) assume the obligations of the Company under this Note.
Sale of Company. (a) In the event of a Sale of the Company following the execution of this Agreement, Executive expressly agrees that the terms and conditions set forth in this Section 7 shall be binding upon Executive and shall be fully enforceable by the successor to the Company.
(b) For purposes of this Agreement, "Sale of the Company" shall mean (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"), or (ii) consummation by the Company of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company; unless, following such acquisition of beneficial ownership or transaction (A) more than 60% of the then outstanding shares of common stock of the Person resulting from such reorganization, merger or consolidation, or (B) more than 60% of the then outstanding shares of common stock of the Person acquiring such beneficial ownership or assets, and the combined voting power of the then outstanding voting securities of such Person entitled to vote generally in the election of directors of such Person, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of Outstanding Common Stock and Outstanding Voting Securities immediately prior to such acquisition or transaction, in substantially the same proportion as their ownership of Outstanding Common Stock and Outstanding Voting Securities prior to such event.
Sale of Company. Upon a merger, consolidation, or sale or conveyance of all or substantially all of the shares of Common Stock, or all or substantially all of the assets of the Company, to any Person or other transaction that is effected in a way that holders of shares of Common Stock are entitled to receive (either directly or indirectly upon subsequent liquidation) cash, stock, securities, assets or other consideration with respect to, or in exchange for, shares of Common Stock, the Optionholder shall be deemed to have elected to exercise the Call Option in full as provided in Section 2(b) as of the closing of such merger, consolidation, sale, conveyance or other transaction and shall be entitled to receive the cash, stock, securities, assets or other consideration specified in such transaction in respect of the Net Shares. The Company shall assist the Optionholder to receive such consideration in respect of the Net Shares.
Sale of Company. In the event that Employer is sold to another company the stock options granted to Employee under this Agreement shall immediately become fully vested to Employee. In the event that Employee is not retained by the acquiring company under the terms of this Agreement or other terms acceptable to Employee, Employee shall be entitled to severance pay equal to one (1) year of Employee's most recent Base Compensation.
Sale of Company. In the event of a merger, consolidation, liquidation, dissolution or winding up of the Company, the sale of all or substantially all of the Company’s assets, or a repurchase of any common or preferred stock (collectively a “Material Event”), Company will pay Executive:
(i) a management fee equal to 1.0% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company up to Thirty Million Dollars ($30,000,000), plus 2% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company equal to or greater than Thirty Million Dollars ($30,000,000); and
(ii) all amounts of compensation owing to Executive, including but not limited to, Deferred Compensation and Deferred Bonus, each of which shall be calculated and pro-rated for any partial calendar year. All such amounts will be considered senior debt, and payable prior to any other distributions.
Sale of Company. There is no executed agreement for a Sale of Company about which Xxxxxxxx has not been notified.
Sale of Company. In the event the Company is sold or acquired by another company (meaning at least 51% of Company ownership interest is transferred in a single calendar year), you will be notified and have the option of deleting your Ag Data for at least thirty (30) days after the transfer. This Agreement will continue to apply to your Ag Data until the new owner provides you notice of a new ag data use agreement.
Sale of Company. Until the Purchasers do not hold any Warrants (whether as a result of exercise or expiration), in the event of a contemplated sale of all of the Capital Stock of the Company (by way of merger or otherwise), the Company shall, if requested by the Purchasers, use its reasonable best efforts to cause such sale transaction to be structured in a manner that requires the purchaser(s) to purchase the Warrants from the Purchasers at a price equal to the consideration the Purchasers would have received had it exercised the Warrants immediately prior to the consummation of such sale transaction less the exercise price of such Warrants.
