Common use of Exit Events Clause in Contracts

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. 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 Maple Holdings 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, a [ * * * ]; 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, 16.7.7 a JDE Exit Event has occurred in respect of an Affiliate of the A or B Shareholder, 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. 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; 16.7.7 a Maple Exit Event has occurred in respect of an Affiliate of the A or B Shareholder, 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. 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”.