Exit Transaction. In exercising its rights to effect a Sale of ---------------- the Company, the Majority Holders shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Sale of the Company (an "Exit Transaction") and to take any and all such further action in connection therewith as the Majority Holders may deem necessary or appropriate in order to consummate any such Exit Transaction. The Major Holders, in exercising their rights under this section shall have complete discretion over the terms and conditions of any Exit Transactions effected thereby, including, without limitation, price, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows. Without limitation of the foregoing, the Majority Holders may execute on behalf of the Company or such agreements, documents, applications, authorizations and instruments (collectively, "Exit Documents") as they shall deem necessary or appropriate in connection with any Exit Transaction, and each third party with whom the Majority Holders contracts on behalf of the Company or any Subsidiary may rely on the authority vested in the Majority Holders under this section for all purposes.
Appears in 2 contracts
Sources: Investor Rights Agreement (Network Access Solutions Corp), Investor Rights Agreement (Network Access Solutions Corp)
Exit Transaction. In exercising its rights rights, as the Company's agent, to effect a Sale of ---------------- the Company, the Majority Holders shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Sale of the Company (an "Exit TransactionEXIT TRANSACTION") and to take any and all such further action in connection therewith as the Majority Holders may deem necessary or appropriate in order to consummate any such Exit Transaction. The Major Holders, in exercising their rights under this section shall have complete discretion over the terms and conditions of any Exit Transactions effected thereby, including, without limitation, price, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows. Without limitation of the foregoing, the Majority Holders may execute on behalf of the Company or such agreements, documents, applications, authorizations and instruments (collectively, "Exit DocumentsEXIT DOCUMENTS") as they shall deem necessary or appropriate in connection with any Exit Transaction, and each third party with whom the Majority Holders contracts on behalf of the Company or any Subsidiary may rely on the authority vested in the Majority Holders under this section for all purposes.
Appears in 1 contract
Sources: Investor Rights Agreement (Reckson Services Industries Inc)