Common use of Sale of Company Clause in Contracts

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. (a) If Subject to Section 6, if the Board and the holders of a majority of the outstanding ABRY Investor Shares (“Approving Holders”) shares of Capital Stock approve a bona fide Sale of the Company to a Person that is not an Affiliate of ABRY PartnersCompany, LLC or any ABRY Investor (an “Approved Company Sale”), then each holder of Member Shares Stockholder will consent to and raise no objections against to the Approved proposed transaction, waive any appraisal or dissenters’ rights in respect of such transaction, and take all other actions reasonably necessary or desirable to cause the consummation of such Sale of the Company on the terms proposed by the Board, including without limitation, (i) if the Sale and of 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 assetsall outstanding Capital Stock, 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 Stockholder will sell all of his his, her or its Member Shares and rights to acquire Member Shares Capital Stock on the terms and conditions approved by Approving Holdersthe Board, (ii) if the Sale of the Company is structured as a merger or consolidation, each Stockholder will vote in favor thereof and will not exercise any dissenters’ rights of appraisal he, she or it may have under any applicable law, and (iii) if the Sale of the Company is structured as a sale of all or substantially all of the assets of the Company, each Stockholder will vote in favor thereof, will not exercise any dissenters’ rights of appraisal he, she or it may have under any applicable law and, if applicable, will vote in favor of the subsequent dissolution and liquidation of the Company. Each holder Stockholder shall be severally obligated to join (on a basis not to exceed such Stockholder’s pro rata share of Member Shares shall take all necessary the proceeds from such Sale of the Company) in any indemnification or desirable actions other obligations to which the Board agrees in connection with such Sale of the consummation of an Approved Company Sale (other than any such obligations that relate specifically to a particular Stockholder, such as requested by Approving Holders, including executing a sale contract pursuant indemnification with respect to which each holder of Member Shares will severally (but not jointly) make representations and warranties concerning solely (i) the beneficial given by a Stockholder regarding such Stockholder’s title to and ownership of Capital Stock, as to which obligations each such Stockholder shall be solely liable). No Stockholder will be required to make any representation or warranty other than with respect to the Member Shares (if any) ownership of such Stockholder’s stock or the authorization and binding effect of the applicable transaction documents relating to be sold by such holderStockholder, and (ii) such holder’s ability no Stockholder will be required to execute such sale contract enter into any restrictive covenant agreement other than those which are reasonable in scope and necessary ancillary documents duration and perform are required to protect the obligations thereunder, and provide indemnities solely in respect interests 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. If a sale of WRC (aa “Company Sale”) If the holders of a majority occurs within 12 months of the outstanding ABRY Investor Shares Closing (“Approving Holders”as defined in the Sale Agreement), the Initial Stockholder shall deliver, or cause to be delivered, (free and clear of any Encumbrances) approve a bona fide Sale to the Exchanger promptly after receipt following the closing of the Company to Sale, a Person that is not an Affiliate portion 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 consideration for such Company Sale and received by 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 Initial Stockholder or consolidation, then each holder of Member Shares shall vote for its successors or consent assigns equal to, and waive any dissenters rightsif positive, appraisal rights or similar rights (x) the consideration that the Exchanger would have received in connection with, such sale, merger or consolidation. If the Approved Company Sale is structured as a Transfer respect 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 Securities in connection with the consummation of an Approved Company Sale as requested by Approving Holders(for clarity, including executing a disregarding the sale contract of any Securities prior to the closing of such Company Sale) if the Exchanger had not exchanged the Securities for the Exchange Shares pursuant to which each holder this Agreement or otherwise (but, for clarification, all the other Transactions had occurred at the Closing) minus (y) the consideration that the Exchanger receives in connection with such Company Sale in respect of Member its Exchange Shares; provided that, if any Exchange Shares will severally (but not jointly) make representations and warranties concerning solely are disposed of by the Exchanger prior to the closing of the Company Sale, (i) the beneficial ownership of the Member such Exchange Shares (if any) shall nonetheless be deemed to be have instead been sold by such holder, the Exchanger in the Company Sale and therefore shall be counted in clause (y) and (ii) the amount of consideration for any such holderExchange Shares in clause (y) shall instead be the amount actually received by the Exchanger in its actual pre-Company Sale disposition of such Exchange Shares if such amount is less than the amount it would have received for such Exchange Shares in the Company Sale. As used in this paragraph, a sale of WRC shall be deemed to occur if all or substantially all of the Common Stock or voting stock, or all or substantially all of WRC’s ability to execute such assets, are sold, directly or indirectly, whether by merger (including any merger in which the pre-merger stockholders of WRC no longer own a majority of WRC immediately after the merger), consolidation, sale contract and necessary ancillary documents and perform the obligations thereunderof stock or assets or any other form, in each case in a transaction or series of related transactions, and provide indemnities solely in respect entry into definitive documentation therefor shall constitute a sale. For purposes of such representations clarification and warranties made without limiting the effect of the foregoing, this Section 2.04 does not create any obligation of WRC or any of its Subsidiaries; only the Initial Stockholder shall be obligated to deliver (or cause to be delivered, other than by such holder. Each holder WRC or any of Member Shares agrees that, if its Subsidiaries) the Approving Holders so request, the agreements relating to the Approved Company Sale may provide for indemnity payment contemplated 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 this Section 6 below2.04.

Sale of Company. (a) If the holders LLC Merger becomes effective, but the Company does not complete its sale of common stock pursuant to the Purchase Agreement discussed in Section 2.1(i) of this Plan of Reorganization, then if the Company shall not have consummated a majority public offering of securities substantially equivalent to the outstanding ABRY Investor Shares (“Approving Holders”) approve sale contemplated by that Purchase Agreement, a bona fide Sale merger or consolidation of the Company with or into any other entity in which the Company will not be the surviving entity or a sale of all or substantially all of the assets of the Company on or prior to a Person that is not an Affiliate May 21, 2004, the Company shall, at the request of ABRY Health Partners, LLC or any ABRY Investor (an “Approved use its best efforts to sell the Company Sale”)at a price equal to the Fair Market Value within 180 days after the date of such written request. For purposes hereof, then each holder of Member Shares will consent to and raise no objections against the Approved Company Sale "Fair Market Value" shall mean a value agreed upon by Health Partners and the New Mezzanine Investors Company. If Health Partners and the Company are unable to agree upon a value, they shall jointly retain an independent, nationally-recognized investment banking firm, accounting firm or other firm providing similar valuation services (which firm shall not be given at least ten a firm having a continuing relationship with either the Company or Health Partners) (10a "Valuation Firm") days prior written notice satisfactory to each of any such Approved Company Salethem. If the Approved Company Sale is structured as and Health Partners are unable to agree upon the selection of a sale of assets, merger or consolidationValuation Firm within five (5) days, then the Company and Health Partners shall each holder retain a separate Valuation Firm within twenty (20) days after the expiration 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 consolidationfive (5) day period. If either the Approved Company Sale is structured as or Health Partners fails to retain a Transfer of Member SharesValuation Firm within such twenty (20) day period, then each holder the Valuation Firm retained by the Company or Health Partners, as the case may be, shall alone take the actions described below. Such Valuation Firm(s) shall determine the Fair Market Value of Member Shares shall Transfer all the Company and deliver its written opinion thereon to the Company and Health Partners within thirty (3) days of his or its Member Shares and rights being retained. If such Valuation Firms are unable to acquire Member Shares agree on the terms and conditions approved by Approving Holders. Each holder Fair Market Value 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 then unless otherwise directed in writing by the Company and Health Partners, such Valuation Firms, in their respective assetssole discretion, propertiesshall select another Valuation Firm, liabilities, operations which Valuation Firm shall make such determination and businesses (collectivelyrender such an opinion as soon as practicable. In either case, the “determination so made will be conclusive and binding on the Company Reps”) not and Health partners. The fees and expenses for such determination made by any and all such holder of Member Shares, so long as the sole source for payment of any such indemnity (a “Company Loss”) will Valuation firms shall 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 paid by the selling persons as described in Section 6 belowCompany.