Common use of Sale of Company Clause in Contracts

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. (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(a4(a) (collectively, the “Illiquid Consideration”).