Common use of Sale of the Corporation Clause in Contracts

Sale of the Corporation. During the period commencing on the date ----------------------- hereof and ending on the seventh (7/th/) anniversary of the date hereof, (a) each holder of Purchaser Shares will consent to and raise no objections to an Approved Sale, (b) (i) if the Approved Sale is structured as a sale of stock, each holder of Purchaser Shares will agree to sell, and will sell, all of such holder's Series D Preferred Shares on the terms and conditions (including any escrow or indemnification provisions) of the Approved Sale; (ii) if the Approved Sale is structured as a merger or consolidation, each holder of Series D Preferred Shares will vote in favor thereof and will not exercise any dissenters' rights of appraisal such holder may have under law, including Delaware corporation law; and (iii) if the Approved Sale is structured as a sale of all or substantially all of the assets of the Corporation and a subsequent dissolution and liquidation of the Corporation, each holder of Purchaser Shares will vote in favor thereof and will vote in favor of the subsequent dissolution and liquidation of the Corporation, and (c) each holder of Purchaser Shares will take all necessary actions in connection with consummation of the Approved Sale as are reasonably requested by the Board; provided, however, that for all purposes of this Section 7, the obligations of the stockholders of the --------- Corporation with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each stockholder of the Corporation will receive the same form of consideration and the same portion of the aggregate consideration that such stockholders of the Corporation would have received if such aggregate consideration (whether in the form of cash, securities or otherwise) had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Corporation's Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any stockholders of the Corporation are given an option as to the form and amount of consideration to be received, each stockholder of such class of the Corporation will be given the same option; and (iii) each stockholder of then currently exercisable rights to acquire shares of a class of the Corporation will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as stockholders of such class of the Corporation.

Sale of the Corporation. During the period commencing on the date ----------------------- hereof and ending on the seventh (7/th/) anniversary of the date hereof, (a) each holder Upon the consummation of Purchaser a Sale of the Corporation, and provided that the Investor is employed by GVI (or one of its Subsidiaries or Affiliates) at the time of the Sale of the Corporation, any and all conditions to the vesting of the Shares will shall automatically be deemed 100% satisfied and all Shares shall thereafter be Vested Shares. (b) If within six (6) months following the termination of the Investor’s employment by GVI (or one of its Subsidiaries or Affiliates) without Cause or the resignation of the Investor for Good Reason, there is a Sale of the Corporation, (i) any Unvested Shares that were forfeited and cancelled pursuant to Section 10(a) shall automatically be deemed Vested Shares held by the Investor and (ii) in the event Holdings exercised the Repurchase Right in accordance with Section 10(b), Holdings shall pay to the Investor the difference, if any, between the Repurchase Price paid to the Investor and the amount the Investor would have received for his Vested Shares upon the Sale of the Corporation if Holdings had not exercised its Repurchase Right, and the Repurchase Note (if any) shall be paid in full. (c) At any time that the holders of a majority of all then outstanding GenNx Shares shall approve a Sale of the Corporation to one or more third parties (an “Approved Sale”), the Investor shall consent to and raise no objections to an against the Approved Sale, (b) (i) and if the Approved Sale is structured as (A) a merger or consolidation of Holdings, the Investor shall, and hereby does, waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and hereby instructs the Board to vote in favor of such Approved Sale, or (B) a sale of stockEquity Securities, each holder of Purchaser Shares will the Investor shall, and hereby does, agree to sell, and will sell, all of such holder's Series D Preferred Shares sell his Equity Securities on the terms and subject to the conditions (including any escrow or indemnification provisions) of the Approved Sale; (ii) if the Approved Sale is structured as a merger or consolidation, each holder of Series D Preferred Shares will vote in favor thereof and will not exercise any dissenters' rights of appraisal such holder may have under law, including Delaware corporation law; and (iii) if the Approved Sale is structured as a sale of all or substantially all of the assets of the Corporation and a subsequent dissolution and liquidation of the Corporation, each holder of Purchaser Shares will vote in favor thereof and will vote in favor of the subsequent dissolution and liquidation of the Corporation, and (c) each holder of Purchaser Shares will approved by GenNx. The Investor shall take all necessary and desirable actions in connection with consummation of the Approved Sale as are reasonably requested by the Board; provided, however, that for all purposes of this Section 7, the obligations of the stockholders of the --------- Corporation with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each stockholder including, without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the Corporation will receive the same form of consideration representations, warranties, indemnities, covenants, conditions, escrow agreements and the same portion of the aggregate consideration that such stockholders of the Corporation would have received if such aggregate consideration (whether in the form of cash, securities or otherwise) had been distributed by the Corporation in complete liquidation pursuant to the rights other provisions and preferences set forth in the Corporation's Certificate of Incorporation as in effect immediately prior agreements relating to such Approved Sale; (ii) if provided that the Investor shall only be required to provide any stockholders representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale to the extent that they are provided by all of the Corporation are given an option as other holders of Equity Securities, other than reasonable covenants relating to non-competition and non-solicitation; provided further that any indemnification provided by the form Investor shall not exceed the total consideration received by the Investor and amount of consideration to shall be receivedon a several (and not joint and several) basis, each stockholder of such class and shall be in accordance with its pro-rata share of the Corporation will be given proceeds received by the same optionInvestor; and (iii2) each stockholder of then currently exercisable rights to acquire shares of a class effectuate the allocation and distribution of the Corporation will be given an opportunity to exercise such rights aggregate consideration upon the Approved Sale as set forth below. (d) Holdings shall provide the Investor with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale. (e) The Investor hereby grants an irrevocable proxy and power of attorney to any nominee of the majority of all the outstanding GenNx Shares (the “GenNx Nominee”) to take all necessary actions and execute and deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Approved Sale Sale. The Investor hereby agrees to indemnify, defend and participate hold the GenNx Nominee harmless (severally in accordance with his pro rata share of the consideration received in any such Approved Sale) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the proxy and power of attorney granted hereby; provided that the Investor’s obligation to indemnify and hold the GenNx Nominee harmless shall not extend to any fraud or willful misconduct on the part of the GenNx Nominee. (f) In the event that Holdings (or one of its subsidiaries) registers any securities for sale pursuant to a registration statement filed under the Securities Act (an “Offering”), the Investor agrees that, during the period of duration specified by the managing underwriter, if any, of the Offering (the “Managing Underwriter”), or Holdings, as stockholders the case may be, following the date of the first sale of such class securities to the public pursuant to such registration statement, it shall not, to the extent requested by the Managing Underwriter, if any, or Holdings, as applicable, directly or indirectly, sell, offer to sell, contract to sell (including any short sale), hedge, grant any option to purchase or otherwise transfer or dispose of any Shares subject to this Agreement for a period not to exceed 180 days. In furtherance of the Corporationforegoing obligations, if requested by the Managing Underwriter, the Investor agrees to execute a separate, written agreement setting forth the foregoing covenant, in form satisfactory to the Managing Underwriter.

Sale of the Corporation. During the period commencing on the date ----------------------- hereof and ending on the seventh (7/th/7th) anniversary of the date hereof, (a) each holder of Purchaser Shares will consent to and raise no objections to an Approved Sale, (b) (i) if the Approved Sale is structured as a sale of stock, each holder of Purchaser Shares will agree to sell, and will sell, all of such holder's Series D Preferred Purchaser Shares on the terms and conditions (including any escrow or indemnification provisions) of the Approved Sale; (ii) if the Approved Sale is structured as a merger or consolidation, each holder of Series D Preferred Purchaser Shares will vote in favor thereof and will not exercise any dissenters' rights of appraisal such holder may have under law, including Delaware corporation law; and (iii) if the Approved Sale is structured as a sale of all or substantially all of the assets of the Corporation and a subsequent dissolution and liquidation of the Corporation, each holder of Purchaser Shares will vote in favor thereof and will vote in favor of the subsequent dissolution and liquidation of the Corporation, and (c) each holder of Purchaser Shares will take all necessary actions in connection with consummation of the Approved Sale as are reasonably requested by the Board; provided, however, that for all purposes of this Section 73, the obligations each holder of the stockholders of the --------- Corporation Purchaser Shares with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each stockholder of the Corporation will receive the same form of consideration and the same portion of the aggregate consideration that such stockholders of the Corporation would have received if such aggregate consideration (whether in the form of cash, securities or otherwise) had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Corporation's Certificate of Incorporation as in effect immediately prior to such Approved Sale; (ii) if any stockholders of the Corporation are given an option as to the form and amount of consideration to be received, each stockholder of such class of the Corporation will be given the same option; and (iii) each stockholder of then currently exercisable rights to acquire shares of a class of the Corporation will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and participate in such sale as stockholders of such class of the Corporation.