Exit Events. For the purposes of this clause 16 an “Exit Event” shall be deemed to have occurred when:
16.7.1 a Terminating Breach has occurred which, if capable of remedy, has not been remedied within [ * * * ] Business Days of the Defaulting Shareholder being served with written notice identifying the breach and requiring it to be remedied;
16.7.2 at any time prior to an Initial IPO, Oak or Oak Minority ceases to be Controlled by Acorn Holdings B.V. and/or Acorn Holdings B.V. ceases to be Controlled by JAB Holdings B.V. other than as the result of a bona fide reorganisation of its business/a merger into any successor entity as part of a merger transaction or equivalent pursuant to which all or substantially all of the persons who are beneficial owners of the outstanding securities immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities of the entity resulting from such transaction in substantially the same proportions (a “Acorn/JAB Change of Control”);
16.7.3 at any time prior to an Initial IPO, [ * * * ];
16.7.4 at any time prior to an Initial IPO (i) a Restricted Person described in paragraph (b) of the definition acquires any shares in Acorn Holdings B.V. except to the extent of shares acquired by investors in a shareholder of Acorn Holdings B.V. which is a limited partnership on a distribution of shares in Acorn Holdings B.V. in accordance with terms of such partnership’s governing documents or (ii) a Restricted Person described in paragraphs (a) or (b) of the definition acquires any shares from Acorn Holdings B.V. or JAB Holdings B.V. or any of its Affiliates (a “Competitor Event”);
16.7.5 the A Shareholder or B Shareholder is subject to an Insolvency Event; or
16.7.6 after the third anniversary of Closing, the B Shareholder withholds its approval to the Reserved Matter set out in paragraph 19 of schedule 1 for two consecutive Financial Years and the Escalation Representatives fail to resolve the issue as a Deadlock Matter within the Deadlock Resolution Period, the A or B Shareholder in respect of which an Exit Event has occurred shall be a “Defaulting Shareholder” and the other one shall be the “Non-defaulting Shareholder”.
Exit Events. 16.1 Each party shall promptly inform the Board and the Shareholders as soon as it becomes aware that an Exit Event has occurred.
Exit Events. (a) If an Exit Event occurs with respect to a particular Member, the Company will have the option, exercisable only upon an affirmative vote of all Class A Members other than the Member subject to such Exit Event, to purchase the Membership Interest subject to the Exit Event in accordance with the provisions of this Section 10.4. Such option must be exercised by delivering written notice of exercise to the applicable Member or the applicable Member’s executor, trustee, personal representative, guardian, successor, or other similar representative, as applicable, within sixty (60) days after the Company receives actual notice of the Exit Event. Any Membership Interest so purchased by the Company will be immediately redeemed and extinguished by the Company.
(b) If the purchase option provided for in this Section 10.4 is exercised, the purchase price for the purchased Membership Interest will be the Exit Price. The Company will pay the purchase price to the applicable Member or the applicable Member’s executor, trustee, personal representative, guardian, successor, or other similar representative, as applicable, and an appropriate assignment of the Membership Interests being sold shall be executed and delivered by the appropriate party, to the Company, free and clear of all encumbrances, upon payment of the Exit Price.
(c) If the Company does not exercise the option described in this Section 10.4, the Membership Interest subject to the Exit Event may be transferred to a non-Member, but no such Transfer will be a Permitted Transfer, and the transferee thereof will be an unadmitted assignee in accordance with Section 10.5.
Exit Events. (a) Commencing from the eighth anniversary of the Closing Date, so long as any Preferred Units remain outstanding, (x) the Designated Preferred Party (provided that it (and its Affiliates) holds at least 5% of the Preferred Units issued on the Closing Date) or (y) a majority of the holders holding the then-outstanding Preferred Units (each, an “Exit Event Demand Party”) shall have the right, in its sole discretion, to require the LLC or DSG to initiate a process (i) to sell Equity Interests of the LLC or DSG, directly or indirectly, or any of their respective assets or outstanding Units or to undertake a transaction constituting a Change of Control described in clause (1) or (2) of the definition thereof or, at the election of the LLC, (ii) to conduct an Initial Public Offering of the Common Units of the LLC or DSG (or any successor thereof) or, at the election of the LLC, (iii) to pursue the transactions described in clauses (i) and (ii) simultaneously via a “dual track process” (each of clause (i), (ii) or (iii), an “Exit Event”). The LLC shall have the option to conduct such Initial Public Offering on either a primary or secondary basis. Notwithstanding the foregoing and for the avoidance of doubt, (1) any Exit Event described in clause (i), (ii) or (iii) above must be conducted solely for cash consideration; provided that non-cash consideration may be received in such Exit Event if the Preferred Units will be redeemed in full in connection with such Exit Event, (2) any net cash proceeds from any such Exit Event (including any Initial Public Offering conducted on a primary or secondary basis as described in the immediately preceding sentence) shall be used by the LLC or DSG (or any successor thereof) to redeem the Preferred Units of the Preferred Members pro rata at a redemption price equal to 100% of the Preferred Liquidation Amount of the Preferred Units to be redeemed, plus the Preferred Unpaid Yield, on a date no later than 60 days following the consummation of such Exit Event and (3) any consummated Exit Event that results in the occurrence of a Change of Control shall trigger the put rights pursuant to Section 7.6 (and the consummation of any such Exit Event shall not relieve the LLC of its obligations, or take away the rights of the Preferred Members and their respective Affiliates, pursuant to Section 7.6).
(b) In order to exercise its demand to initiate an Exit Event pursuant to Section 7.7(a), the Exit Event Demand Party shall provide written ...
Exit Events. (a) The Company and, subject to, and without limitation of, their respective rights under this Agreement and the Restated Articles, Baidu (subject to compliance with Section 3.3(b)) and the Shareholders shall use commercially reasonable efforts to consummate a Qualified IPO on or prior to December 31, 2012. In the event the Board approves any Qualified IPO, each of the Shareholders agrees to vote its Ordinary Shares and use commercially reasonable efforts to take all necessary actions to support the consummation of such Qualified IPO.
(b) In connection with any Qualified IPO, if, upon the consummation of such Qualified IPO (and after giving effect to any proposed sale by any Shareholders of Ordinary Shares in or in connection with such Qualified IPO), Baidu’s pro forma ownership percentage of the total number of Ordinary Shares then issued and outstanding (reflecting the issuance of Ordinary Shares by the Company in such offering and those Ordinary Shares sold by the Shareholders in such offering) (the “Pro Forma Baidu Ownership Percentage”) would reasonably be expected to be less than 50.1%, then Baidu shall have the right (the “Baidu Majority Ownership Right”), but not the obligation, to purchase from the Company such number of Ordinary Shares which would cause the Pro Forma Baidu Ownership Percentage to be equal to 50.1%, at a price per Ordinary Share equal to the price based the mid-point of the final price per share range for the Ordinary Shares established by the global coordinator in respect of the Qualified IPO in effect as of the earlier of (x) the last day after which issuance or Ordinary Shares by the Company to Baidu is prohibited under applicable law relating to the listing of the Ordinary Shares in connection with the Qualified IPO and (y) immediately prior to the consummation of the Qualified IPO.
Exit Events. 16.1 Each party shall promptly inform the Board and the Shareholders as soon as it becomes aware that an Exit Event has occurred.
16.2 Defaulting Shareholder is the B Shareholder
16.2.1 Except as provided in clause 16.2.2, if the Defaulting Shareholder is the B Shareholder and the Exit Event is not an Insolvency Event, the Non-defaulting Shareholder shall be entitled to serve written notice on the Defaulting Shareholder no later than [ * * * ] Business Days after the later of (i) the date on which it becomes aware of the occurrence of an Exit Event and (ii) the relevant date in clause 15.4.3 (if applicable) requiring it to sell all (but not only some) of the Shares held by the Defaulting Shareholder (the “Call Shares”) to the Non-defaulting Shareholder in cash at the Transfer Value (such notice, a “Call Notice”).
16.2.2 If the Exit Event is a [ * * * ]
16.3 Defaulting Shareholder is the A Shareholder If the Defaulting Shareholder is the A Shareholder and the Exit Event is not an Insolvency Event, the Non-defaulting Shareholder shall be entitled to serve written notice on the Defaulting Shareholder no later than [ * * * ] Business Days after the later of (i) the date on which it becomes aware of the occurrence of an Exit Event and (ii) the relevant date in clause 15.4.3 (if applicable) requiring it to buy all (but not only some) of the Shares held by the Non-defaulting Shareholder (the “Put Shares”) in cash at the Transfer Value (such notice, a “Put Notice” and, together with a Call Notice, a “Default Notice”). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
16.4 Exit Event is an Insolvency Event If the Exit Event is an Insolvency Event, the Non-defaulting Shareholder shall be entitled to serve a Call Notice on the Defaulting Shareholder no later than [ * * * ] Business Days after becoming aware of the occurrence of such Insolvency Event.
Exit Events. 3.4.1 Upon the occurrence of an Exit Event, NWMO shall pay the Municipality Four Million Dollars ($4,000,000) (the “Exit Payment”) on or prior to the date that is the later of:
(a) January 7, 2025; and
(b) sixty (60) days following the occurrence of the applicable Exit Event; by wire transfer of immediately available funds in accordance with wire instructions provided by the Municipality to NWMO in writing.
Exit Events. 39.9.1. The following events shall be treated as events which entitle the Investors to exit from the Company ("Exit Events"):
(i) the Company is in material violation of the Act; or
(ii) a petition has been filed against the Company for declaring the Company as insolvent or bankrupt; or
(iii) any material breach of the prov1s1ons of these Articles, the Agreements including breach of Representations and Warranties by the Company, or any of its Subsidiaries, which breach (if, in the reasonable opinion of the Investors, is capable of being cured) has not been cured by the Company despite a 30 (Thirty) days written notice of breach by one or more of the Investors; or
(iv) the Company ceases to carry on the whole or any substantial part of its Business or (otherwise than in the ordinary course of its business) disposes of the whole or any substantial part of its property, assets or revenues; or
(v) the failure of the Company to complete a Qualified !PO or a Strategic Sale by 31 December, 2015, or
39.9.2. Upon the happening of an Exit Event, the Majority Investor(s) may by a written notice delivered to the Company require an exit, at higher of (a) the Fair Market Value of the Shares held by the Investors, at the time of such buy back, (b) a return on the investment made towards the Shares held by the Investors, at internal rate of return of 20% compounded annually, calculated from the date of investment by each Investor to the date of its exit, or (c) 150% of the Total Investment Amount pro-rated to the amount invested by each Investor ("Exit Price"). Provided that in a buyback the Shareholders holding Series C Shares, Series B Shares and Series A2 Shares shall always be paid in preference to the holders of Series A Shares, Series Al Shares, and Class B Shares.
39.9.3. In the event the Company does not have sufficient profits, reserves or retained earnings or is otherwise unable for any reason to buy back all of the Shares held by the Investors, the Company shall buy back the maximum number of Shares that the Applicable Laws may permit the Company to buy back. Provided that at all times the Company shall buy back Shares in the following preference:
(i) the Company shall first buy back all of the Series C Shares, Series B Shares and Series A2 Shares before buying back any other class of Shares of the Company;
(ii) in the event all of the Series C Shares, Series B Shares and Series A2 Shares have been bought back, the Company shall buy back all of the Series A Sha...
Exit Events. If the following events occur, unless waived by ABC Investment, Zhongzhi Dingdu or its designated party may elect to acquire the equity interest held by ABC Investment in Beijing Liujin (the “ABC Investment’s Equity Interest”):
Exit Events. Should any of the following events occur, Guiding Fund shall have the right to require the Company, its connected persons or its designated persons to repurchase all of the equity interest of Guiding Fund in Crystal Silicon Hightech at the Transfer Price (as defined below):
