Common use of Sale Proposal Clause in Contracts

Sale Proposal. If, at any time prior to the Liquidity Date, a proposal for a sale or other acquisition (whether by merger, consolidation, sale of assets or otherwise) of all or at least ninety percent (90%) of the Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, then held by all Holders to any third party for a specified price payable in cash, securities or any other consideration and on specified terms and conditions in connection with a Qualifying Sale (a "SALE PROPOSAL"), has been approved by (x) the Board of Directors of the Company, (y) the holders of a sufficient amount of the outstanding share capital of the Company on a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a sale of all or substantially all of the Company's assets under the Company's Charter and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient amount of Series 4-A Preferred Stock required to approve a sale of all or substantially all of the Company's assets under the Charter, then the parties hereto who so approved the Sale Proposal (the "APPROVING STOCKHOLDERS") may require all of the parties hereto who are not Approving Stockholders ("REMAINING STOCKHOLDERS") to sell all of the Shares of the Company held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same 8 per share consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 6.

Sale Proposal. If, at any time prior to the Liquidity Date, a proposal for a sale or other acquisition (whether by merger, consolidation, sale of assets or otherwise) of all or at least ninety percent (90%) of the Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, then held by all Holders to any third party for a specified price payable in cash, securities or any other consideration and on specified terms and conditions in connection with a Qualifying Sale (a "SALE PROPOSAL"), has been approved by (x) the Board of Directors of the Company, (y) the holders of a sufficient amount of the outstanding share capital of the Company on a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a sale of all or substantially all of the Company's assets under the Company's Charter and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient amount of Series 4-A Preferred Stock required to approve a sale of all or substantially all of the Company's assets under the Charter, then the parties hereto who so approved the Sale Proposal (the "APPROVING STOCKHOLDERS") may require all of the parties hereto who are not Approving Stockholders ("REMAINING STOCKHOLDERS") to sell all of the Shares of the Company held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same 8 per share consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 6.

Sale Proposal. If, at any time prior to the Liquidity Date, a proposal for a sale or other acquisition (whether by merger, consolidation, sale of assets or otherwise) of all or at least ninety percent (90%) of the Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, then held by all Holders to any third party for a specified price payable in cash, securities or any other consideration and on specified terms and conditions in connection with a Qualifying Sale (a "SALE PROPOSALSale Proposal"), has been approved by (x) the Board of Directors of the Company, (y) the holders of a sufficient amount of the outstanding share capital of the Company on a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a sale of all or substantially all of the Company's assets under the Company's Charter and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient amount of Series 4-A Preferred Stock required to approve a sale of all or substantially all of the Company's assets under the Charter, then the parties hereto who so approved the Sale Proposal (the "APPROVING STOCKHOLDERSApproving Stockholders") may require all of the parties hereto who are not Approving Stockholders ("REMAINING STOCKHOLDERSRemaining Stockholders") to sell all of the Shares of the Company held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same 8 per share consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 6.. 8NEXT PAGE

Sale Proposal. If, at any time prior to the Liquidity Datea Qualified Public Offering, except as may be limited by law, a proposal for a sale or other acquisition (whether by merger, consolidation, sale of assets or otherwise) of all or at least ninety percent (90%) of the Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, then held by all Holders to any third party for a specified price payable in cash, securities or any other consideration and on specified terms and conditions in connection with a Qualifying Sale (a "SALE PROPOSAL"), Proposal has been approved by (xi) the Board of Directors of or the CompanyCFSL Acquisition Board, as appropriate, and (yii) the holders of a sufficient amount of the outstanding share capital stock of the Company on a fully diluted basis (assuming full conversion and exercise of all outstanding convertibleor CFSL Acquisition, exchangeable and exercisable securitiesas the case may be, including without limitation securities granted under any employee share option plan which have vested) required to approve a sale of all or substantially all of the Company's assets Sale Proposal under the Company's Charter Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as such documents may be amended from time to time) and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient amount of Series 4-A Preferred Stock required to approve a sale of all or substantially all of the Company's assets under the Charterthis Agreement, then the parties hereto who so approved the Sale Proposal (the "APPROVING STOCKHOLDERSApproving Stockholders") may require all of the parties hereto who are not Approving Stockholders ("REMAINING STOCKHOLDERSRemaining Stockholders") to sell all shares of the Shares capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) of the Company or CFSL Acquisition, as the case may be, held by such Remaining Stockholders as of such date in such transaction or transactions (by merger or otherwise), held by them to the party or parties whose Sale Proposal was accepted as hereinabove providedprovided above, for the same 8 per share consideration (equitably adjusted to take into account the exercise or conversion price of any options options, warrants or warrantsother convertible securities) and otherwise on the terms and conditions provided in this Section 69; provided, however, that no Remaining Stockholder may be required to sell a greater percentage (on a fully-diluted basis) of the capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) of the Company or CFSL Acquisition held by him, her or it than the percentage (on a fully-diluted basis) of such capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) being transferred by the Approving Stockholders.