Exit Co-Operation Sample Clauses

Exit Co-Operation. (a) If, (x) following the KKR Holding Period, Rainbow Capital, proposes an Exit or (y) Coty delivers an IPO Demand Notice in accordance with Clause 6.1(b) and the Group pursues an IPO, each of the other Shareholders shall use their rights and powers as shareholders to provide such co-operation and assistance to Rainbow Capital as is reasonably required by Rainbow Capital to implement such Exit, in each case as may reasonably be recommended by corporate finance or professional advisers advising on the Exit as being in accordance with market practice at such time or as advised by external tax professionals as being important for the tax structure of the Exit, including, without limitation: (i) assisting any member of the Group in the preparation of any information memorandum, due diligence process, management presentation or other documentation necessary or desirable to achieve the Exit; and (ii) taking such actions as are necessary, appropriate or desirable (having considered in good faith the reasonable tax requirements of the Shareholders in accordance with Clause 6.2 and subject to the Clause 9.1), in connection with or to implement any Reorganisation Transactions, including executing, acknowledging and delivering consents (including, without limitation, procuring that any Director appointed to a Board by such Party consents to such Reorganisation Transactions where required by the relevant Organisational Documents), assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities, voting its Securities in favour of any such Reorganisation Transactions (including shareholders’ resolutions) or granting proxies to vote in favour or executing consents to such Reorganisation Transactions; and otherwise cooperating with the relevant parties). For the avoidance of doubt, the taking of the foregoing actions in accordance with this Clause 6.4(a)(ii) shall not be considered Reserved Matters to which Clause 3.1(b) would apply.

Exit Co-Operation. (a) Any Shareholder that receives a bid or offer for its Securities (whether directly or through its Affiliates, and whether unsolicited or not) shall inform and provide details of such bid or offer to the other Shareholders. (b) Prior to the taking of any preliminary steps by a Shareholder to sell its Securities (the “Exiting Shareholder”), including the appointment of any advisers or the taking of market soundings in connection with such proposed sale, the Exiting Shareholder shall provide notice in writing to the other Shareholder with respect to conducting a joint sale process (an “Exit Notice”); provided that the Exiting Shareholder shall not be entitled to deliver an Exit Notice until after the Lock-Up Period. (c) The other Shareholders shall, by notice in writing (the “Response Notice”) no later than 30 Business Days after the receipt of the Exit Notice (the “Response Period”), inform the Exiting Shareholder whether or not it wishes to engage in a joint sale process. (d) If a Shareholder does not serve a Response Notice by the expiry of the Response Period, it shall be deemed to have elected not to engage in a joint sale process. (e) If another Shareholder serves a Response Notice electing not to engage in a joint sale process or is deemed to have made such election pursuant to Clause 5.2(d): (i) such Shareholder shall, without prejudice to its rights under Clause 5.3 or Clause 5.4, as applicable: (A) be deemed to have waived any rights of consultation in connection with such sale process; and (B) not be entitled to serve an Exit Notice or a RoFO Shareholder Notice until 6 months after the service of the Exit Notice by the Exiting Shareholder; and (ii) the Exiting Party (together with any of its Affiliates) shall require the consent of the other Shareholder prior to admitting any potential bidder to the sale process or providing any information relating to the Group to any potential bidder that is not a Financial Investor. (f) If the other Shareholder serves notice confirming it wishes to engage in a joint sale process with the Exiting Shareholder, the Shareholders shall: (i) consult with each other with respect to the sale process; (ii) jointly appoint one or more financial advisers to advise on the sale strategy; (iii) unless otherwise agreed by the Shareholders, sell their Securities on substantially the same terms and conditions and for the same consideration; and (iv) any sale of Securities shall be on a pro rata basis, such that if an offer is...