Sale Option. Notwithstanding any other provision of this Agreement, at any time subsequent to the fifth anniversary of the date hereof, GEI shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the Company and the Surviving Corporation pursuant to an auction process, by the delivery to the Board of Directors of the Company of a written notice to that effect (a “Sale Notice”). The sale of the Company and the Surviving Corporation may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by GEI in its sole discretion. For the avoidance of doubt, in any sale pursuant to this Section 5.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
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Sources: Stockholders Agreement (Container Store Group, Inc.), Stockholders Agreement (Container Store Group, Inc.)