Exit Right. (a) In the event that:
(i) EdgeStone has exercised its rights under Section 6.9 and, giving effect to such exercise, EdgeStone would cease to hold any Shares or Convertible Securities (other than EdgeStone Warrants), if the Corporation has not paid to EdgeStone in full the purchase price for the EdgeStone Common Purchased Securities as contemplated in Section 6.9 within: (x) 90 days following the EdgeStone Valuation Date; or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following the EdgeStone Valuation Date; or
(ii) on the occurrence of an event triggering a redemption right under the Articles of Amendment, EdgeStone elects to require the Corporation to redeem all of its Series A Shares, if the Corporation has not paid to EdgeStone the amounts required to be paid upon such event as set out in the Articles of Amendment within: (x) 90 days, or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following after receipt by the Corporation of the request for redemption, then, provided that the Redemption Trigger Date has passed and provided that EdgeStone has not ceased to be a Shareholder, EdgeStone shall be entitled, at any time thereafter and in its sole discretion, to give written notice (an "EXIT NOTICE") to the Corporation and each of the Shareholders stating that EdgeStone wishes to cause a Sale Transaction to occur.
(b) Upon delivery of an Exit Notice by EdgeStone to the Corporation and the Shareholders:
(i) the Corporation and Shareholders will cooperate as necessary or reasonably desirable on a timely basis to seek bona fide offers from third parties on such terms as EdgeStone may specify for the completion of the Sale Transaction;
(ii) EdgeStone shall have the full power and authority to effect a Sale Transaction including seeking the advice of, canvassing and/or retaining (at the expense of the Corporation) one or more investment dealers in connection with providing advice generally as to how best to achieve a Sale Transaction; and
(iii) EdgeStone shall also have the power and authority to solicit offers for a Sale Transaction which it determines in its sole discretion to be acceptable.
(c) Upon receipt by the Corporation or EdgeStone of any offer in respect of a Sale Transaction acceptable to EdgeStone from a Person at arm's length to EdgeStone (an "OFFER"), the Corporation will provide a copy of the Offer to EdgeStone and the other Shareholders, or, if the Offer is received by Edge...
Exit Right. With effect from the Trigger Date, if any of the Purchasers (the “Selling Purchaser”) propose to sell any of the securities held by them in the Company or if the Company proposes to undertake any sale transaction involving the sale of the securities of the Company, then the Purchasers agree and undertake that the Selling Purchaser shall provide a proportionate tag along right to each of the Holdco Promoters and Snowdrop (the “Non-selling Purchaser”) on the same price and terms as offered to such Selling Purchaser. The Purchasers agree that other than representations with respect to their authority to transfer and title to their respective securities, the Holdco Promoters and/ or Snowdrop (as the case may be) shall not be required to provide any additional representations or indemnity to the proposed buyer. The terms of this provision (which is agreed between the Purchasers, Holdco Promoters and Snowdrop prior to First Closing Date) shall be incorporated in the Charter Documents as on the First Closing Date, effective from the Trigger Date.
Exit Right. Subject to Applicable Laws, on and from the fifth (5th) anniversary of the Closing, if the Company fails to conduct an IPO as approved in accordance with this Agreement and the Amended Articles, the Company shall use its reasonable best endeavors to (i) redeem AIA’s Ordinary Shares; or (ii) assist to arrange a sale of AIA’s Ordinary Shares to a third party buyer, in each case at or above AIA’s Investment Amount paid to the Company. Any such redemption or sale shall be subject to the approval of AIA. For the avoidance of doubt, any such sale shall be subject to Clause 4.2.
Exit Right. (a) Following the expiration of the Lock-Up Period (the “Lock-Up Expiration Date”), during each calendar quarter, subject to and after complying with the procedures set forth in Section 7.4, the Investor and/or its Permitted Transferee(s) may Transfer in the aggregate a number of Capital Securities equal to the sum of (i) one-sixth (1/6th) of the aggregate number of all Capital Securities Beneficially Owned by the Investor and/or its Permitted Transferee(s) on the Lock-Up Expiration Date and (ii) any Capital Securities that were permitted to be, but were not, Transferred in a prior calendar quarter pursuant to this Section 7.2(a) (such that, for the avoidance of doubt, in and after the sixth calendar quarter following the Lock-Up Expiration Date, the Investor and/or its Permitted Transferee(s) shall be entitled to Transfer any and all of the Capital Securities they may continue to Beneficially Own at such time).
(b) Notwithstanding anything to the contrary set forth in Section 7.2(a), in no event shall the Investor Transfer to any Person a number of shares of Class C Common Stock or Class C-1 Common Stock that would result in such Transferee and such Transferee’s Affiliates acquiring Beneficial Ownership in the aggregate of more than seven and one-half percent (7.5%) of the aggregate number of Shares then outstanding or more than seven and one half percent (7.5%) of the aggregate voting power of the Voting Shares then outstanding and, for the avoidance of doubt, any such shares of Class C Common Stock or Class C-1 Common Stock purported to be Transferred shall be subject to Section 7.1(d).
(c) At the Investor’s expense, the Company shall use commercially reasonable efforts to cooperate as reasonably requested by the Investor in connection with a Transfer contemplated by this Section 7.2, including using commercially reasonable efforts to cooperate with and assist the Investor in promptly removing or rendering inapplicable any actual or potential restrictions on a proposed Transfer under applicable Law.
(d) References to the Investor in this Section 7.2 and in Section 7.4 shall be deemed to include Investor Sub and any other Permitted Transferee, in each case, to the extent such Person holds Investor Shares.
Exit Right. Tenant shall have the right to terminate the Lease (the “Exit Right”) as of June 30, 2016 (the “Exit Date”); provided, however, that Tenant must deliver to Landlord (i) a written notice (the “Exit Notice”), of its intent to exercise its Exit Right on or before June 30, 2015, which Exit Notice must be delivered by Tenant to Landlord in accordance with Section 17.1 of the Lease, and (ii) an amount, as calculated by Landlord, equal to the unamortized portion of the leasing commissions paid by Landlord to the Brokers (as defined below) in connection with this Amendment together with 10% interest on such amount (the “Exit Payment”). Such amortization shall be on a straight-line basis over the period beginning July 1, 2011 and ending on the Expiration Date. The Exit Payment must be delivered to Landlord on or before the Exit Date. If Tenant timely and properly exercises the Exit Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the Exit Date and Tenant shall have no further obligations under the Lease except for those accruing prior to the Exit Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. If Tenant does not deliver to Landlord the Exit Notice and the Exit Payment within the time periods provided for in this paragraph, Tenant shall be deemed to have waived its Exit Right.
