Common use of EXIT PROVISIONS Clause in Contracts

EXIT PROVISIONS. (a) If, at any time prior to the ROFO Termination Date, the Standby Purchaser provides a written notice to the Company that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of (i) the date that is six (6) months following the date of the Potential Sale Notice and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Notice, the Standby Purchaser shall notify the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are received. (b) If either (i) the Company confirms in writing that the Company will not provide a Company Offer Notice, (ii) the Company does not deliver a Company Offer Notice to the Standby Purchaser in the manner set forth in Section 13(a), (iii) the Company delivers a Company Offer Notice to the Standby Purchaser and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion of the Common Stock held by the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Notice. (c) For the purposes of this Section 13, a “Qualifying Offer” shall mean an offer for all but not less than all of the Common Stock owned by the Standby Purchaser and its Affiliates which (i) provides payment of the purchase price at closing in immediately available funds, (ii) is not subject to any contingency except receipt by the buyer of all required regulatory approvals, and (iii) is accompanied by commitment letters or other evidence, in each case, in form and substance reasonably acceptable to the Standby Purchaser, that the proposed buyer for such Common Stock will have the funds available to purchase such Common Stock in accordance with the terms set forth in the applicable Company Offer Notice.

EXIT PROVISIONS. (a) If, at any time prior to the ROFO Termination Date, the Standby Purchaser provides a written notice to the Company that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of : (i) the date that is six Shareholders receive a simultaneous bona fide arm's length offer from a third party (6other than an Affiliate of any Shareholder) months following the date to purchase all of the Potential Sale Notice issued and outstanding Common Shares of Onset, (it being understood that the provisions of Section 5.1 shall not apply to such a simultaneous offer for all of the issued and outstanding Common Shares of Onset); or (ii) Onset receives a bona fide arm's length offer from a third party (other than an Affiliate of any Shareholder) to purchase all of its assets and business or to acquire Onset through any other form of business combination (whether by merger or otherwise), which, in either case, IIC wishes to accept (in either instance, the "Exit Offer"), IIC will notify OHI in writing, within 15 days of its receipt of the Exit Offer (the "Exit Notice"), that (i) IIC wishes to accept the Exit Offer and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Noticecase of an asset sale or other business combination, IIC intends to vote to approve the Standby Purchaser shall notify transaction described in the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are receivedExit Offer. (b) If either The Exit Notice shall contain all of the terms and conditions of the proposed sale, including, without limitation, the name and address of the prospective buyer, the purchase price and other components of the Transaction Value (i) the Company confirms in writing that the Company will not provide a Company Offer Notice, (ii) the Company does not deliver a Company Offer Notice to the Standby Purchaser in the manner set forth in Section 13(aas defined below), the terms of Payment, other terms and conditions (iiior the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions) and the Company delivers a Company Offer Notice date on or about which the sale is to the Standby Purchaser and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion of the Common Stock held by the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Noticemade. (c) For Within 15 days after receipt of the purposes of this Section 13Exit Notice, a “Qualifying Offer” shall mean an offer for all but not less than OHI may give notice in writing to IIC that it will purchase all of the Common Stock owned by the Standby Purchaser and its Affiliates which IIC's Shares for a price equal to: (i) provides payment the aggregate Transaction Value (as defined below) described in the Exit Notice, multiplied by IIC's percentage of ownership in the purchase price at closing in immediately available funds, total issued and outstanding Common Shares; plus (ii) is not subject without duplication, all other advances or contributions to any contingency except receipt Onset made from time to time by IIC or its Affiliates, whether in the buyer form of all required regulatory approvalsdebt or equity (including without limitation amounts paid in respect of the Preferred Shares), and (iii) is accompanied by commitment letters or other evidencefor the full redemption price of those instruments, in each case, in form and substance reasonably acceptable giving due regard to the Standby Purchaser, that the proposed buyer for such Common Stock will have the funds available to purchase such Common Stock in accordance with the terms set forth in the applicable Company Offer Noticeliquidation preferences and any preferential dividend rights attributable thereto.

EXIT PROVISIONS. (a) If: (i) IUBT and the Option Holders receive a simultaneous bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase any of the issued and outstanding Common Shares (it being understood that the provisions of this Section 5.1 shall not apply to such a simultaneous offer for all of the issued and outstanding Common Shares); or (ii) ICF receives a bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase all of its assets and business or to acquire ICF through any other form of business combination (whether by merger or otherwise), which, in either case, IUBT or ICF wishes to accept (in either instance, the “Exit Offer”). IUBT or ICF as the case may be will notify the Option Holders in writing, within 15 days of its receipt of the Exit Offer (the “Exit Notice”), that (i) IUBT or ICF, as the case may be, wishes to accept the Exit Offer and (ii) in the case of an asset sale or other business combination, IUBT and/or ICF intends to vote to approve the transaction described in the Exit Offer. (b) The Exit Notice shall contain all of the terms and conditions of the proposed sale, including, without limitation, the name and address of the prospective buyer, the purchase price and other components of the transaction value, the terms of payment, other terms and conditions (or the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions) and the date on or about which the sale is to be made. (c) IUBT and the Option Holders or ICF, as the case may be, will sell to the purchaser named in the Exit Notice: (i) their Common Shares, if the Exit Offer contemplated the sale of Common Shares (it being understood that IUBT may also elect to sell, or to cause ICF to redeem, its Preferred Shares to the extent such sale or redemption is contemplated by the Exit Offer), or (ii) the assets and business of ICF, if the Exit Offer contemplated the sale of ICF’s assets and business, whether pursuant to an asset sale transaction, a merger, or some other form of business combination, for the price and upon the terms and conditions set forth in the Exit Offer. Each of the Option Holders and IUBT or ICF, as appropriate, shall sign all documents and do all things, or shall cause all documents to be signed and all things to be done, that are necessary to complete the sale described in the Exit Notice. Without limiting the generality of the foregoing, each of the Option Holders shall be obligated (which obligation shall be enforceable by IUBT), to sell his/her Common Shares and otherwise participate in the transaction described in the Exit Notice, to vote his/her Common Shares in favor of such transaction at any time prior meeting of shareholders called to the ROFO Termination Datevote on or approve such transaction (or to execute one or more written consents in lieu of such a meeting), the Standby Purchaser provides and otherwise take all necessary action to consummate, or cause ICF to consummate, such transaction. (d) Any Exit Notice may be rescinded by IUBT or ICF, as appropriate, by its delivering a written notice to the Company Option Holders to that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of (i) the date that is six (6) months following the date of the Potential Sale Notice and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Notice, the Standby Purchaser shall notify the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are receivedeffect. (be) If either (i) the Company confirms Upon consummation of any transaction described in writing that the Company will not provide a Company Offer an Exit Notice, (ii) IUBT and each Option Holder shall receive the Company does not deliver a Company Offer Notice same proportion of the aggregate consideration that such holder would have received if such aggregate consideration had been distributed by ICF in complete liquidation, giving due regard to the Standby Purchaser in the manner set forth in Section 13(a), (iii) the Company delivers a Company Offer Notice to the Standby Purchaser prior rights and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion preferences of the Common Stock held by Preferred Shares and the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require pro rata distribution of net assets remaining following the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Notice. (c) For the purposes of this Section 13, a “Qualifying Offer” shall mean an offer for all but not less than all of the Common Stock owned by the Standby Purchaser and its Affiliates which (i) provides payment of amounts owed to creditors and the purchase price at closing in immediately available funds, (ii) is not subject to any contingency except receipt by the buyer satisfaction of all required regulatory approvals, and (iii) is accompanied by commitment letters or other evidence, in each case, in form and substance reasonably acceptable to the Standby Purchaser, that the proposed buyer for such Common Stock will have the funds available to purchase such Common Stock in accordance with the terms set forth in the applicable Company Offer Noticeliquidation preferences.

EXIT PROVISIONS. (a) If, at any time prior to the ROFO Termination Date, the Standby Purchaser provides a written notice to the Company that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of (i) the date that is six (6) months following the date of the Potential Sale Notice and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Notice, the Standby Purchaser shall notify the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are received.. 27 (b) If either (i) the Company confirms in writing that the Company will not provide a Company Offer Notice, (ii) the Company does not deliver a Company Offer Notice to the Standby Purchaser in the manner set forth in Section 13(a), (iii) the Company delivers a Company Offer Notice to the Standby Purchaser and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion of the Common Stock held by the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Notice. (c) For the purposes of this Section 13, a “Qualifying Offer” shall mean an offer for all but not less than all of the Common Stock owned by the Standby Purchaser and its Affiliates which (i) provides payment of the purchase price at closing in immediately available funds, (ii) is not subject to any contingency except receipt by the buyer of all required regulatory approvals, and (iii) is accompanied by commitment letters or other evidence, in each case, in form and substance reasonably acceptable to the Standby Purchaser, that the proposed buyer for such Common Stock will have the funds available to purchase such Common Stock in accordance with the terms set forth in the applicable Company Offer Notice.

EXIT PROVISIONS. (a) If: (i) IUBT and the Option Holders receive a simultaneous bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase any of the issued and outstanding Common Shares (it being understood that the provisions of this Section 5.1 shall not apply to such a simultaneous offer for all of the issued and outstanding Common Shares); or (ii) ICF receives a bona fide arm’s length offer from a third party (other than an Affiliate of any Option Holder) to purchase all of its assets and business or to acquire ICF through any other form of business combination (whether by merger or otherwise), which, in either case, IUBT or ICF wishes to accept (in either instance, the “Exit Offer”). IUBT or ICF as the case may be will notify the Option Holders in writing, within 15 days of its receipt of the Exit Offer (the “Exit Notice”), that (i) IUBT or ICF, as the case may be, wishes to accept the Exit Offer and (ii) in the case of an asset sale or other business combination, IUBT and/or ICF intends to vote to approve the transaction described in the Exit Offer. (b) The Exit Notice shall contain all of the terms and conditions of the proposed sale, including, without limitation, the name and address of the prospective buyer, the purchase price and other components of the transaction value, the terms of payment, other terms and conditions (or the minimum purchase price or basis for determining the minimum purchase price and minimum acceptable other terms and conditions) and the date on or about which the sale is to be made. (c) IUBT and the Option Holders or ICF, as the case may be, will sell to the purchaser named in the Exit Notice: (i) their Common Shares, if the Exit Offer contemplated the sale of Common Shares (it being understood that IUBT may also elect to sell, or to cause ICF to redeem, its Preferred Shares to the extent such sale or redemption is contemplated by the Exit Offer), or (ii) the assets and business of ICF, if the Exit Offer contemplated the sale of ICF’s assets and business, whether pursuant to an asset sale transaction, a merger, or some other form of business combination, for the price and upon the terms and conditions set forth in the Exit Offer. Each of the Option Holders and IUBT or ICF, as appropriate, shall sign all documents and do all things, or shall cause all documents to be signed and all things to be done, that are necessary to complete the sale described in the Exit Notice. Without limiting the generality of the foregoing, each of the Option Holders shall be obligated (which obligation shall be enforceable by IUBT), to sell his/her Common Shares and otherwise participate in the transaction described in the Exit Notice, to vote his/her Common Shares in favor of such transaction at any time prior meeting of shareholders called to the ROFO Termination Datevote on or approve such transaction (or to execute one or more written consents in lieu of such a meeting), the Standby Purchaser provides and otherwise take all necessary action to consummate, or cause ICF to consummate, such transaction. (d) Any Exit Notice may be rescinded by IUBT or ICF, as appropriate, by its delivering a written notice to the Company Option Holders to that the Standby Purchaser and those of its Affiliates who own Common Stock desire to sell the Common Stock held by such Persons (a “Potential Sale Notice”) the Company or its designee may, by written notice to the Standby Purchaser (a “Company Offer Notice”) delivered by the date that is the earlier of (i) the date that is six (6) months following the date of the Potential Sale Notice and (ii) the ROFO Termination Date, make a Qualifying Offer to purchase all, but not less than all, of the Common Stock held by the Standby Purchaser and its Affiliates. If the Standby Purchaser or such Affiliate accepts the Qualifying Offer contained in the Company Offer Notice, the Standby Purchaser shall notify the Company of such acceptance within ten (10) Business Days of receipt of such Company Offer Notice, and the closing of the sale of the Offered Shares to the Company or such designee shall occur on the later to occur of (x) thirty (30) days of such election and (y) ten (10) Business Days after any required regulatory approvals for such sale are receivedeffect. (be) If either (i) the Company confirms Upon consummation of any transaction described in writing that the Company will not provide a Company Offer an Exit Notice, (ii) IUBT and each Option Holder shall receive the Company does not deliver a Company Offer Notice same proportion of the aggregate consideration that such holder would have received if such aggregate consideration had been distributed by ICF in complete liquidation, giving due regard to the Standby Purchaser in the manner set forth in Section 13(a), (iii) the Company delivers a Company Offer Notice to the Standby Purchaser prior rights and fails to close on the purchase described in such Company Offer Notice for reasons other than the default by the Standby Purchaser or its Affiliates, or (iv) the Standby Purchaser or its applicable Affiliate does not accept the offer contained in the Company Offer Notice, then the Standby Purchaser and its Affiliates may (A) sell all or any portion preferences of the Common Stock held by Preferred Shares and the Standby Purchaser or its Affiliates to a third party (subject to applicable Law) or (B) require pro rata distribution of net assets remaining following the Company to register such Common Stock for resale under the Securities Act in accordance with the provisions of Exhibit B attached hereto; provided, that until the ROFO Termination Date, if the Company has delivered a Company Offer Notice to the Standby Purchaser, any such sale must be for a price that is not less than the price contained in the Company Offer Notice. (c) For the purposes of this Section 13, a “Qualifying Offer” shall mean an offer for all but not less than all of the Common Stock owned by the Standby Purchaser and its Affiliates which (i) provides payment of amounts owed to creditors and the purchase price at closing in immediately available funds, (ii) is not subject to any contingency except receipt by the buyer satisfaction of all required regulatory approvals, and (iii) is accompanied by commitment letters or other evidence, in each case, in form and substance reasonably acceptable to the Standby Purchaser, that the proposed buyer for such Common Stock will have the funds available to purchase such Common Stock in accordance with the terms set forth in the applicable Company Offer Noticeliquidation preferences.