Exit Rights. Upon the End Date, with respect to any terminated or expired Engagement Schedule:
12.2.1 Any software license rights granted to Vendor by Prudential in the applicable Agreement will immediately terminate and Vendor will promptly (I) deliver to Prudential, at no cost to Prudential, a current copy of all such software, if any, in the form in use as of the End Date, and (ii) destroy or erase all other copies of all such software in Vendor's possession. Vendor will, upon the request of Prudential, certify in writing to Prudential that all such copies have been destroyed or erased.
12.2.2 Vendor will promptly, (I) deliver to Prudential, at no cost to Prudential, a copy of all of Work Product and Prudential Data, in each case in the form in use as of the End Date, (ii) return all Prudential Confidential Information to Prudential, and (iii) destroy or erase all other copies of the Work Product, Prudential Confidential Information and Prudential Data (as set forth in Section 3.8.4) in Vendor's possession. Vendor will, upon the request of Prudential, certify in writing that all the copies referred to in (I) and (iii) above have been destroyed or erased and all Prudential Confidential Information has been returned. Except as otherwise expressly provided under this Engagement Schedule, Prudential will, and will cause Prudential agents to, promptly return all Vendor Confidential Information to vendor and, upon Vendor's request, certify to Vendor that Prudential has complied with such obligations.
Exit Rights. Upon the later of (i) the expiration or termination of this Agreement; or (ii) the last day of the Termination Assistance Period (the "END DATE"):
(a) The limited rights granted to Service Provider and Service Provider Representatives in Section 14.01 shall immediately terminate and Service Provider shall, and shall cause Service Provider Representatives to, (i) deliver to Client, at no cost to Client, a current copy of the Client Software or tangible materials constituting Client Intellectual Property in the form in use by Service Provider or Service Provider Representatives as of the End Date and (ii) destroy or erase all other copies of the Client Software or materials constituting Client Intellectual Property, Client New Intellectual Property or Client Confidential Information in Service Provider's or Service Provider Representatives' possession. Service Provider shall, upon Client's request, certify to Client that all such copies have been destroyed or erased.
(b) Upon Client's request, with respect to any (i) contracts for maintenance, disaster recovery services and other necessary third party services being used by Service Provider solely to perform the Services as of the End Date, (ii) Assigned Agreements, Service Provider shall use commercially reasonable efforts to, transfer or assign such agreements to Client or its designee, and Client shall assume same, [***]*
(c) [***]*
(d) Upon Client's request, Service Provider shall sell to Client or its designee(s) (i) the Service Provider Machines that are used by Service Provider or Service Provider Representatives solely to perform the Services as of the End Date; and (ii) any assets transferred by Client to Service Provider or Service Provider Representatives (not otherwise covered in Section 21.09(d)(i)), free and clear of all liens, security interests, or other encumbrances [***]*. Unless agreed otherwise by Client in advance, Service Provider must be contractually authorized to transfer to Client any assets, including Software, acquired, licensed or leased by Service Provider after the Effective Date that are used solely in performance of the Services.
Exit Rights. With respect to Customer's rights to access the "Source Code Materials" and the "Other Software List", as those terms are defined below:
(a) Administrator does hereby grant to Customer a non-exclusive, non-assignable, license to use, and to the extent the Administrator Software includes source code, the right to modify and use Administrator Software specific to performing the Services, as defined in the applicable Statement of Work which Administrator owns or has a license to use with the right to sublicense. The foregoing license shall be for two years or the remainder of the Term following termination of this Agreement as result of Administrator's Insolvency. Customer's license to such Administrator Software shall be limited to performing for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's Insolvency. The license granted herein shall remain subject to the provisions of Article 5 and Article 6. As to the Administrator Software for which Administrator does not own or have a license with right to sublicense (including without limitation third party tools such as compilers and utilities used by Administrator in connection therewith), a list of such software (the "Other Software List") will be maintained in escrow pursuant to Section 16.2 above.
(b) As to the Administrator Software which is known as the "Accenture Life Insurance Platform", Administrator shall use commercially reasonable efforts (excluding the payment of additional license fees) to assist Customer in obtaining from Accenture in the name of Customer the right for Customer to be able to use the version of such Administrator Software then used by Administrator for no less than two (2) years following termination or the remaining period in the Term, whichever is greater, of this Agreement as a result of Administrator's Insolvency for Customer to perform for itself such Services with respect to those Contracts for which Administrator is performing such Services at the time of Administrator's Insolvency. To the extent Customer requests, Administrator shall use commercially reasonable efforts to have Accenture migrate the Contracts from the Accenture Life Insurance Platform to a platform designated by Customer, at Customer's expense. In connection with such use of the Accenture Life Insurance Platform, Customer, and not Administrator, shall be responsible for any and all obligations under such license.
(c) Adminis...
Exit Rights. Upon the later to occur of (a) the expiration or termination of the applicable Schedule or (b) the last day of any Termination Assistance Period (the “End Date”), (i) the access right, if any, granted to Supplier and Supplier Personnel to JPMC networks or computing systems will immediately terminate; and (ii) if and to the extent the applicable Schedule gives JPMC license rights, Supplier will deliver to JPMC a copy of any software in the form in use as of the End Date, which JPMC has such rights.”
Exit Rights. 17.1 The Company shall (HoldCo shall cause the Company to) appoint Investment Banker(s) to facilitate exit to the Investor between October 31, 2025, and October 31, 2027 (“Exit Period”).
17.2 The Investor will leverage its capital market experience to introduce Investment Banker(s) and shall cooperate with the Company in the appointment thereof.
17.3 The Board shall constitute a committee of the Board (“IPO Committee”) to take decisions pertaining to evaluating the below mentioned exit routes for the Investor. The Investor shall have the right to appoint an Investor representative as a member of the IPO Committee (“IPO Committee Member”). Once the IPO Committee Member is appointed as aforesaid, detailed notices, agenda etc., shall be provided to such IPO Committee Member prior to any such IPO Committee meeting and for all meetings of the IPO Committee the presence of the IPO Committee Member shall be required for the purposes of achieving quorum and no decision may be taken by the IPO Committee, in relation to any of the matters considered by it, without having obtained the approval of the IPO Committee Member, except if the IPO Committee Member fails to attend 2 (two) consecutive adjourned meetings, provided that a period of 10 (ten) days has been given between the adjourned meetings and detailed notices, agenda etc., has been delivered to such IPO Committee Member / Investor.
17.4 The choice of the exit route shall be made by the IPO Committee (defined hereinafter) as per the recommendation of the Investment Banker(s) and will include evaluating the following options:
(i) Qualified IPO; or
(ii) Alternate Listing.
Exit Rights. Notwithstanding anything to the contrary contained herein, at any time after the eighth (8th) anniversary of the date hereof and prior, in any event, to the IPO Date, either of the Carlyle Holders or the WCAS Holders (a "SELLING HOLDER" for the purposes of this Section 7, and the Carlyle Holders or the WCAS Holders (as applicable) that are not electing to sell, a "NON-SELLING HOLDER" for the purposes of this Section 7) may elect to cause either (x) a sale of all or substantially all of the Company (including by way of an asset sale, stock sale, tender offer, merger or other business combination transaction or otherwise) (an "
Exit Rights. Pursuant to Article 23 of the CML and Article 9, “Exercise of Exit Rights,” of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II- 23.1) (which applies to this Merger pursuant to Interim Article 1 of the CMB Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.3)), shareholders will be entitled to exit rights, if they attend in person or through a proxy, to the general assembly meetings (of Şişecam, Anadolu Cam, Denizli Cam, Soda Sanayii and Trakya Cam) in which the Merger is approved, and then cast their vote as "negative" and record their dissenting opinion to the meeting minutes . As the Acquired Company 3 - Paşabahçe is not subject to the CML, Paşabahçe shareholders shall not be entitled to exit rights. Following the general assembly meeting in which the Merger is submitted to approval, shareholders who/which have cast a negative vote for the merger and have recorded their dissenting opinion to the meeting minutes will be able to request to exercise their exit right, by submitting their request through specified and disclosed procedures to the intermediary institution authorized by All Parties to manage exclusively the merger. If the exit rights are exercised upon such request, the share price to be paid to these shareholders will be the "arithmetic average of the weighted average prices" in Borsa Istanbul, within thirty days before the disclosure date of the Merger - 30 January 2020 inclusive (since the announcement was made after the closing of Borsa İstanbul session). This price calculation method is pursuant to Article 24, "Exit Rights", of the CML and Article 10, "Exercise Price for Exit Rights" of the repealed Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights (II-23.1) (which applies to this Merger). Accordingly, the price for the exercise of Exit Rights shall be as follows for All Parties: Türkiye Şişe ve Cam Fabrikaları Anonim Şirketi 5.268 0.142 5.126 Anadolu Cam Sanayii Anonim Şirketi 4.455 0.133 4.322 Denizli Cam Sanayii ve Ticaret Anonim Şirketi 8.852 0.000 8.852 Soda Sanayii Anonim Şirketi 6.389 0.245 6.144 Trakya Cam Sanayii Anonim Şirketi 3.474 0.104 3.370 The exercise of the exit rights shall start no later than 6 working days following the date of the general assembly in which the Merger is submitted to approval. The duration allowed for the exercise of exit rights is 15 working days. Durations related to the exercise ...
Exit Rights. Upon the later of (i) the expiration or termination of this Agreement and (ii) the last day of the Termination Assistance Period (the "End Date"):
a) The rights granted to TransWorks in Article 12.01 shall immediately terminate and TransWorks shall (i) deliver to HireRight all copies of the HireRight Intellectual Property in the form in use as of the End Date, or (ii) at the option and instruction of HireRight, destroy or erase copies of the HireRight Intellectual Property in TransWorks's possession. TransWorks shall, upon HireRight's request, certify to HireRight that all such copies have been delivered, destroyed or erased; and
b) TransWorks shall return to HireRight all assets owned, licensed or leased by HireRight.
Exit Rights. No GE Partner has exercised any Exit Rights under the Venture Agreements that are currently effective or which would restrict the ability of a GE Partner to exercise Exit Rights under the Venture Agreement, and (ii) as of the date hereof, no GE Partner has received written notice from any Operating Partner of the exercise by such Operating Partner of any such Exit Rights under any Venture Agreement.
Exit Rights. 36 21.10 Hiring of Project Staff........................................................36 ARTICLE 22 INDEMNITIES........................................................................37 22.01 Indemnification by Service Provider for Infringement...........................37 22.02 Other Indemnification by Service Provider......................................37 22.03
