IN VIOLATION OF ANY PROVISION OF LAW APPLICABLE TO SUCH PERSON.
3.4.
REQUIRED SALE.
(A)
IF EACH OF (I) A MAJORITY OF THE BOARD OF
DIRECTORS AND (II) THE HOLDERS OF AT LEAST 70% OF THE OUTSTANDING COMMON STOCK
HELD BY THE INVESTORS AND THEIR PERMITTED TRANSFEREES APPROVE THE SALE OF THE
COMPANY TO A PERSON (WHETHER BY MERGER, CONSOLIDATION, SALE OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS OR SALE OF ALL OR A MAJORITY OF THE OUTSTANDING
CAPITAL STOCK) (AN "APPROVED SALE"), EACH INVESTOR AND PERMITTED TRANSFEREE WILL
CONSENT TO, VOTE FOR, RAISE NO OBJECTIONS AGAINST, AND WAIVE DISSENTERS AND
APPRAISAL RIGHTS (IF ANY) WITH RESPECT TO, THE APPROVED SALE, AND IF THE
APPROVED SALE IS STRUCTURED AS A SALE, TRANSFER OR EXCHANGE OF STOCK, EACH
INVESTOR AND PERMITTED TRANSFEREE WILL AGREE TO SELL, TRANSFER OR EXCHANGE AND
WILL BE PERMITTED TO SELL, TRANSFER OR EXCHANGE ALL, OR A PRO RATA PORTION, OF
SUCH INVESTOR'S AND PERMITTED TRANSFEREE'S COMMON STOCK ON THE TERMS AND
CONDITIONS APPROVED BY THE BOARD OF DIRECTORS AND
10
THE HOLDERS OF AT LEAST 70% OF THE COMMON STOCK THEN OUTSTANDING.
EACH INVESTOR
AND PERMITTED TRANSFEREE WILL TAKE ALL NECESSARY AND DESIRABLE ACTIONS IN
CONNECTION WITH THE CONSUMMATION OF AN APPROVED SALE.
(B)
THE OBLIGATIONS OF EACH OF THE INVESTORS
WITH RESPECT TO AN APPROVED SALE ARE SUBJECT TO THE SATISFACTION OF THE
CONDITIONS THAT: (I) UPON THE CONSUMMATION OF THE APPROVED SALE ALL OF THE
INVESTORS AND PERMITTED TRANSFEREES WILL RECEIVE THE SAME FORM AND AMOUNT OF
CONSIDERATION PER SHARE OF CLASS A COMMON AND CLASS B COMMON, OR IF ANY HOLDER
OF SHARES IS GIVEN AN OPTION AS TO THE FORM AND AMOUNT OF CONSIDERATION TO BE
RECEIVED, ALL INVESTORS AND PERMITTED TRANSFEREES WILL BE GIVEN THE SAME OPTION;
AND (II) THE TERMS OF SALE SHALL NOT INCLUDE ANY INDEMNIFICATION, GUARANTY OR
SIMILAR UNDERTAKING OF THE INVESTOR (OTHER THAN UNDERTAKINGS OF MANAGEMENT
INVESTORS IN RESPECT OF CONTINUED EMPLOYMENT SET FORTH IN AN EMPLOYMENT
AGREEMENT VOLUNTARILY ENTERED INTO BY A MANAGEMENT INVESTOR) THAT (A) IS NOT
MADE OR GIVEN PRO RATA WITH OTHER INVESTORS ON THE BASIS OF SHARE OWNERSHIP, (B)
COULD RESULT IN LIABILITY TO SUCH INVESTOR THAT IS IN EXCESS OF THE FAIR MARKET
VALUE OF THE CONSIDERATION TO BE RECEIVED BY SUCH INVESTOR IN THE APPROVED SALE
OR (C) RELATES TO WARRANTIES OF OWNERSHIP OR TITLE WITH RESPECT TO STOCK OWNED
OR BEING SOLD BY ANOTHER INVESTOR.
(C)
EACH INVESTOR SHALL, IN CONNECTION WITH A
SALE, TRANSFER OR EXCHANGE OF ITS, HIS OR HER COMMON STOCK PURSUANT TO THIS
SECTION 3.4, EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS OF CONVEYANCE AND
TRANSFER (INCLUDING EXECUTING THE APPLICABLE PURCHASE AGREEMENT AND GRANTING
IDENTICAL INDEMNIFICATION RIGHTS) AND TAKE SUCH OTHER ACTIONS AS MAY REASONABLY
BE REQUESTED TO CONSUMMATE THE PROPOSED TRANSFER, EXCHANGE OR SALE OF COMMON
STOCK BY THE INVESTORS PURSUANT TO THIS SECTION 3.4 (INCLUDING, WITHOUT
LIMITATION, EACH MANAGEMENT INVESTOR'S APPOINTMENT OF A PURCHASER REPRESENTATIVE
AS SET FORTH IN SECTION 5.4 HEREOF).