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. (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”).
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.
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 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:
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. (a) If the holders of a majority of the outstanding ABRY Investor Shares (“Approving Holders”) approve a bona fide Sale of the Company to a Person that is not an Affiliate of ABRY Partners, LLC or any ABRY Investor (an “Approved Company Sale”), then each holder of Member Shares will consent to and raise no objections against the Approved Company Sale and the New Mezzanine Investors shall be given at least ten (10) days prior written notice of any such Approved Company Sale. If the Approved Company Sale is structured as a sale of assets, merger or consolidation, then each holder of Member Shares shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer of Member Shares, then each holder of Member Shares shall Transfer all of his or its Member Shares and rights to acquire Member Shares on the terms and conditions approved by Approving Holders. Each holder of Member Shares shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by Approving Holders, including executing a sale contract pursuant to which each holder of Member Shares will severally (but not jointly) make representations and warranties concerning solely (i) the beneficial ownership of the Member Shares (if any) to be sold by such holder, and (ii) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each holder of Member Shares agrees that, if the Approving Holders so request, the agreements relating to the Approved Company Sale may provide for indemnity by each holder of Member Shares in respect of representations and warranties regarding the Company, its Subsidiaries and their respective assets, properties, liabilities, operations and businesses (collectively, the “Company Reps”) not made by such holder of Member Shares, so long as the sole source for payment of any such indemnity (a “Company Loss”) will be funds deposited in escrow for such purpose or otherwise segregated and withheld from the proceeds otherwise distributed to the selling persons, as Approving Holders may determine, and any Company Losses will be borne by the selling persons as described in Section 6 below.
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. (a) At any time after the ten-year anniversary of the Closing Date, subject to Section 9.5(b), either the Alter Member or any Westxxxxx Xxxber may, in its sole discretion request the Executive Committee in writing (a "Sale Proposal") to cause the sale of all of the Company Assets or all of the Units of the Members (a "Company Sale"). In the event of a request for Company Sale, the Executive Committee shall have the obligation to identify prospective purchasers of such Company Assets or Units, determine the terms on which such prospective purchasers would engage in a Company Sale and negotiate the terms of such Company Sale. The Executive Committee shall have an obligation to conduct the Company Sale in good faith and use reasonable commercial efforts to effect the Company Sale as promptly as reasonably practical. Each Member shall be required to agree to sell such Company Assets or to sell its Units on the terms and conditions as agreed upon by Executive Committee, and each Member shall consent to and raise no objections to the proposed transaction and will take all other actions necessary or desirable to cause the consummation of such sale on such terms; provided that the provisions of this Section 9.5(a) shall not apply with respect to any sale to any Westxxxxx Xxxnsferee or Alter Transferee.
