Common use of Sale Process Clause in Contracts

Sale Process. The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.1, shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder nor any Affiliate thereof shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or such other Shareholder from exercising its rights pursuant to Section 4.1 or 4.2, as applicable.

Appears in 4 contracts

Samples: Shareholder Agreement, Shareholder Agreement (Avago Technologies LTD), Shareholder Agreement (Avago Technologies LTD)

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Sale Process. The Majority SponsorsInvestors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling ShareholderInvestor(s), in the case of a proposed Sale pursuant to Section 4.14.1 and 4.4, shall, in its their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder holder of Investor Share nor any Affiliate thereof of any such holder shall have any liability to any other Shareholder or the Company holder of Shares arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or such other Shareholder from exercising its rights pursuant to Section 4.1 or 4.2, as applicable4.

Appears in 2 contracts

Samples: Stockholders Agreement (Houghton Mifflin Co), Stockholders Agreement (Houghton Mifflin Co)

Sale Process. The Majority SponsorsRequisite Stockholder Majority, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling ShareholderStockholder, in the case of a proposed Sale pursuant to Section 4.1, 4.1 shall, in its their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder Stockholder nor any Affiliate thereof of any such holder shall have any liability to any other Shareholder Stockholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or had a materially adverse effect on such other Shareholder from exercising Stockholders’ ability to exercise its rights pursuant to Section 4.1 or 4.2, as applicable.

Appears in 1 contract

Samples: Stockholders Agreement (LCE AcquisitionSub, Inc.)

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Sale Process. The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.14.1 or 4.3 (but, in the case of Section 4.3, only when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares) shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Shareholder nor any Affiliate thereof shall have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 and such failure shall have prevented the Company or such other Shareholder from exercising its rights pursuant to Section 4.1 4.1, 4.2 or 4.24.3, as applicable.

Appears in 1 contract

Samples: Shareholder Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)

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