Sale of Corporation. In the event, after the Issuance Date of any proposed consolidation of the corporation with, or merger of the corporation with or into another corporation (other than a consolidation or merger in which the corporation is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock), or in the event of any proposed sale or transfer to another corporation of all or substantially all of the assets of the corporation, or in the event of a sale or transfer of a majority of the voting power of the corporation, any holder of Preferred Stock may, by delivery of election pursuant to Section 2 above, elect to have each share of Preferred Stock held by such holder treated for all purposes as if it had been converted into Common Stock on the earlier of (i) the record date, if any, for voting by holders of Common Stock on such event and (ii) the date of such event.
Sale of Corporation. Notwithstanding the provisions of this Section 9 to the contrary, the restrictions set forth in this Section 9 shall not apply to shares of a Stockholder sold or otherwise transferred in connection with (i) the closing of an underwritten public offering by the Corporation of its Stock or any other securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, (ii) a sale of the Corporation as a result of which more than fifty percent (50%) of the total number of outstanding shares of its Common Stock is
Sale of Corporation. 8 ARTICLE 8. - Export Control Safeguards................................ 9
Sale of Corporation. 7.1. The Voting Trustee shall use his Best Efforts to effect a sale of the Corporation, whether by sale of all the Shares, transfer of all the Corporation's assets, merger, consolidation or otherwise (the "Sale"), within a reasonable period of time. The Voting Trustee shall use his Best Efforts to consummate the Sale with any potential qualified buyer identified to the Voting Trustee by Sunbase. Notwithstanding the foregoing, nothing contained in the Agreement shall prevent Sunbase from consummating the Sale on its own.
7.2. The Voting Trustee may engage legal counsel, financial advisors and brokers, at the expense of Sunbase, to assist with the Sale. Such legal counsel financial advisors and brokers may have previously represented or have provided professional services to the Voting Trustee.
7.3. Without limiting the generality of Section 6.4, the Voting Trustee shall provide to Sunbase:
a. written notice of any offer or expression of interest with respect to the Sale promptly upon the Voting Trustee's notification thereof;
b. monthly reports on the progress of the Sale which shall include a description of the Voting Trustee's efforts to effect the Sale, potential buyers, negotiations and such other information as Sunbase shall request in writing; the Voting Trustee also shall deliver such monthly reports to CFIUS; and
c. upon the commencement of negotiations of the Sale with any party, telephonic or written notice to Xxxxx Xx or such other person or persons as Sunbase shall designate, on a weekly or more frequent basis as the Voting Trustee shall deem necessary to keep Sunbase fully informed of the progress of the negotiations.
7.4. The Voting Trustee shall not authorize the consummation of the Sale without the express written consent of Sunbase pursuant to Section 6.3.
7.5. Upon consummation of the Sale, the Voting Trustee shall provide a final report to CFIUS describing the terms of the sale, including the purchase price and the identity of the buyer.
Sale of Corporation. In the event of a future disposition of the properties and business of the Corporation, substantially or as an entirety, by merger, consolidation, sale of assets, or otherwise, then the Corporation may assign this Agreement and all of its rights hereunder to the acquiring or surviving corporation; provided that such corporation shall assume in writing all of the obligations of the Corporation hereunder. If, as a result of such disposition, there is a substantial, material and adverse change in the terms or conditions of Employee's employment with the Corporation, then Employee will be entitled to terminate this Agreement upon no less than one hundred twenty (120) days' prior written notice to the Corporation, and to be paid the Severance Salary described in Section 3.2 above, and on the same terms and conditions as described in Section 3.2 above. In the event of such termination, the stock options granted to Employee pursuant to Section 9.2 below shall vest immediately. The Severance Salary shall be in lieu of, and not in addition to, any other payments otherwise payable to Employee under this Agreement including severance payments to which senior management employees of the Corporation may be entitled pursuant to policies of the Corporation applicable to such employees or employees generally. In the event of any breach by Employee of Section 11, 12 or 13 below, Employee shall cease to be entitled to any payments pursuant to this Section (no limitation on any other remedies available to the Corporation being intended).
Sale of Corporation. 34 8.16 Limitation on Officers and Directors........................
Sale of Corporation. In the event of a contemplated Change of Control of the Company, the Company shall, if requested by the Investors holding a majority of the Preferred Shares, use its best efforts to cause such Change of Control to be structured in a manner that requires the purchaser(s) to purchase the Warrants from the Investors at a price equal to the consideration the Investors would have received had they exercised the Warrants immediately prior to the consummation of such Change of Control less the exercise price of such Warrants.
Sale of Corporation. If Parent approves a sale of its Common Stock to an independent third party or an affiliated group of third parties (whether by purchase, merger, consolidation or otherwise), Buyers will agree to sell their Common Stock to such third parties, with the allocation of proceeds from such sale as between Buyers and other holders of Common Stock to be determined pursuant to Section 12 of this Agreement.
Sale of Corporation. Notwithstanding the provisions of this Section 9 to the contrary, the restrictions set forth in this Section 9 shall not apply to Shares sold or otherwise transferred in connection with (i) a sale of the Corporation as a result of which more than fifty percent (50%) of the total number of outstanding voting stock of the Corporation is sold, exchanged, conveyed, or otherwise transferred to a third party in one or a series of related transactions, or (ii) a merger or consolidation of the Corporation as a result of which the holders of its voting stock (immediately prior to such merger or consolidation) hold less than fifty percent (50%) of the voting stock of the surviving or new entity, as the case may be.
