Common use of Sale Proposal Clause in Contracts

Sale Proposal. If, at any time prior to a Qualified Public Offering, except as may be limited by law, a Sale Proposal has been approved by (i) the Board of Directors or the CFSL Acquisition Board, as appropriate, and (ii) the holders of a sufficient amount of the outstanding capital stock of the Company or CFSL Acquisition, as the case may be, required to approve a Sale Proposal under the 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 this Agreement, 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 shares of the 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 provided above, for the same per share consideration (equitably adjusted to take into account the exercise or conversion price of any options, warrants or other convertible securities) and otherwise on the terms and conditions provided in this Section 9; 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.

Sale Proposal. If, at any time prior to a Qualified Public Offering, except as may be limited by lawthe 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 Proposal (a "Sale Proposal"), has been approved by (ix) the Board of Directors or of the CFSL Acquisition BoardCompany, as appropriate, and (iiy) the holders of a sufficient amount of the outstanding share capital stock of the Company or CFSL Acquisitionon a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, as the case may beexchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a Sale Proposal sale of all or substantially all of the Company's assets under the Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as such documents may be amended from time to time) Company's Charter and the General Corporation Law of the State of Delaware and this Agreement(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 shares all of the capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) Shares 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 provided abovehereinabove provided, for the same per share consideration (equitably adjusted to take into account the exercise or conversion price of any options, warrants options or other convertible securitieswarrants) and otherwise on the terms and conditions provided in this Section 9; 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.6. 8NEXT PAGE

Sale Proposal. If, at any time prior to a Qualified Public Offering, except as may be limited by lawthe 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 Proposal (a "SALE PROPOSAL"), has been approved by (ix) the Board of Directors or of the CFSL Acquisition BoardCompany, as appropriate, and (iiy) the holders of a sufficient amount of the outstanding share capital stock of the Company or CFSL Acquisitionon a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, as the case may beexchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a Sale Proposal sale of all or substantially all of the Company's assets under the Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as such documents may be amended from time to time) Company's Charter and the General Corporation Law of the State of Delaware and this Agreement(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 shares all of the capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) Shares 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 provided abovehereinabove provided, for the same per share consideration (equitably adjusted to take into account the exercise or conversion price of any options, warrants options or other convertible securitieswarrants) and otherwise on the terms and conditions provided in this Section 9; 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 Stockholders6.

Sale Proposal. If, at any time prior to a Qualified Public Offering, except as may be limited by lawthe 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 Proposal (a "SALE PROPOSAL"), has been approved by (ix) the Board of Directors or of the CFSL Acquisition BoardCompany, as appropriate, and (iiy) the holders of a sufficient amount of the outstanding share capital stock of the Company or CFSL Acquisitionon a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, as the case may beexchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a Sale Proposal sale of all or substantially all of the Company's assets under the Company Certificate of Incorporation or the Acquisition Certificate of Incorporation (as such documents may be amended from time to time) Company's Charter and the General Corporation Law of the State of Delaware and this Agreement(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 shares all of the capital stock (or options or warrants to purchase, or convertible securities exchangeable for, such capital stock) Shares 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 provided abovehereinabove provided, for the same 8 per share consideration (equitably adjusted to take into account the exercise or conversion price of any options, warrants options or other convertible securitieswarrants) and otherwise on the terms and conditions provided in this Section 9; 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 Stockholders6.