Exit Event. In the event that, prior to either (i) a conversion of the Loan Amount into investment in the Company or the repayment of the Loan Amount pursuant to subsections (c)(i) or (c)(ii) above, or (ii) the repayment of the Loan Amount upon Event of Default pursuant to section (e) below, an Exit Event occurs, then, immediately prior to such Exit Event, the Loan Amount and any Interest accrued thereon, shall either, at the Lender’s own discretion (A) automatically be converted into the securities issued at the Company’s last round of financing took place before the Exit Event, at a price per share equals to the lower of (i) the price per share applicable to the Exit Event, (which calculation shall assume the conversion of the Loan Amount as aforesaid), (ii) the price per share paid at the Company’s last round of financing took place before the Exit Event and (iii) the A-1 Price or (B) be immediately due and payable out of the consideration received in connection with such Exit Event, whether such consideration is in cash or a non-cash consideration.
Exit Event. Except as otherwise provided in Section 3(b), below, the Restricted Stock shall vest immediately prior to or upon the occurrence of an Exit Event in which, and only to the extent by which, (A) the sum of (i) the Exit Event Consideration, or other value attributable to the Common Shares of the Stockholders as a result of the Exit Event, plus (ii) total Distributions declared from the Company’s inception through the effective date of the Exit Event, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Exit Event. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Exit Event shall be immediately and permanently forfeited.
Exit Event. 4.1 The Company shall give the Option Holder at least 14 days’ prior written notice of any prospective Exit Event or, where it is not possible to give such notice, as much notice as reasonably possible in the circumstances and at least 2 Working Days’ notice.
Exit Event. An Exit Event refers to the situation where any unvested equity will immediately and automatically vest. For there to be an Exit Event, there must be a material reduction and/or alteration of the Participant’s title, role and responsibilities and one of the Company events identified below must be triggered. The Company events are defined as (i) a “Change of Control” to a third party or any of the existing shareholders whereby 50.1% of voting shares or control of board or management is acquired or (ii) disposal of all or substantially all of the assets of the Company or (iii) a takeover offer in accordance with any US listing requirements.
Exit Event. All Unvested Series D Units issued pursuant hereto which do not vest upon an applicable Exit Event or Liquidation Event shall be forfeited immediately upon an Exit Event or Liquidation Event, as applicable.
Exit Event. All Unvested Series D Units issued pursuant hereto shall vest immediately upon any applicable Exit Event or Liquidation Event; provided, however, that the Employee remains continuously employed by an Employer from the Effective Date through such Exit Event or Liquidation Event.
Exit Event. (a) If there is an Exit Event before the Termination Date, the Investor will, at its election within 2 Business Days of receipt of written notice of the Exit Event from the Company, either:
Exit Event. Consideration – shall mean the Net Sales Proceeds or other consideration to be received or received by the Stockholders in connection with an Exit Event, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or other entity. Good Reason – shall have the meaning ascribed to such term in the Advisory Agreement. Invested Capital – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however, that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude Invested Capital, if any, relating to Restricted Stock and any other Common Shares held by the Advisor.
Exit Event. Upon the occurrence of any of the following events: (i) a merger or consolidation or other change of control involving the Company, other than a merger or consolidation involving the Company or a subsidiary in which the capital stock of the Company outstanding immediately prior to such transaction continues to represent, or is converted into or exchanged for, capital stock that represents, immediately following such transaction, at least a majority by voting power of the capital stock of (A) the surviving or resulting company or (B) if the surviving or resulting company is a wholly-owned subsidiary of another company immediately following such merger or consolidation, the parent company of such surviving or resulting company; (ii) a sale of a majority of the then outstanding common stock in the Company on an as converted basis; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or
Exit Event. In the event of an Exit Event as defined in Clause 11 [Exit Events] the Employee may or may have to transfer or sell their Shares.
