Exit Sale Sample Clauses

Exit Sale. (a) If at any time (i) from the date hereof until the earlier to occur of (A) five years from the Effective Time and (B) the IPO Date (such period, the "BLOCKOUT PERIOD"), the Principal Investors acting together or a Principal Investor if at such time there exists only one Principal Investor, or (ii) following the Blockout Period, any Investors owning, in the aggregate, at least 50% of the then outstanding Common Stock (in the case of either (i) or (ii), collectively, the "EXIT SELLERS") propose a sale to any Independent Third Party (an "EXIT SALE TRANSFEREE") in a bona fide arm's length transaction or series of transactions (including pursuant to a purchase agreement, tender offer, merger or other business combination transaction or otherwise) of all of the Common Stock such Exit Sellers own (an "EXIT SALE"), then the Company upon direction of the Exit Sellers may elect to require each Management Stockholder to sell all, but not less than all, of such Management Stockholder's Restricted Shares (including Restricted Shares issuable upon exercise of Vested Options held by the Management Stockholder and including Restricted Shares issuable upon exercise of Employee Options that vest as a result of the consummation of the Exit Sale), as a part of the Exit Sale to such Exit Sale Transferee, at the purchase price and upon the terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the Drag-Along Notice) and may also require each Management Stockholder to vote in favor of such Exit Sale or act by written consent approving the same with respect to all Restricted Shares owned by such Management Stockholder, as necessary or desirable to authorize, approve and adopt the Exit Sale. In the event that any Management Stockholder shall fail to vote the Shares held by him or her in favor of the Exit Sale, such Management Stockholder shall, upon such failure to so vote, be deemed immediately to have granted the Exit Sellers a proxy to vote such Management Stockholder's Shares in favor of the Exit Sale. Each Management Stockholder acknowledges that each such proxy granted hereby, including any successive proxy, if necessary, is being given to secure the performance of an obligation hereunder, is coupled with an interest, and shall be irrevocable until such obligation is performed. Without limiting the foregoing, if an Exit Sale or an AMC Sale involving a sale of the entire Company or all or substantially all of its assets to an Independent T...

Exit Sale. Subject to the provisions of this SECTION 10.6, at any time during the term of this Agreement after the fourth anniversary of the date hereof, either Heico or JOHCM may initiate a purchase and sale of its Company Shares or the other Securityholder's Company Shares (a "MANDATORY PURCHASE AND SALE").

Exit Sale. Subject to the provisions of this Section 2.3, at any time during the term of this Agreement after the fourth anniversary of the date hereof, either Heico or JOHCM may initiate a purchase and sale of its Company Common Stock or the other Stockholder's Company Common Stock (a "Mandatory Purchase and Sale").

Exit Sale. The Investors’ Representative may effect any Transfer of any Equity Securities of the Company held by the Glory Investors (including by virtue of a Transfer of Equity Securities of the Glory Investors, with respect to which this Section 4.3 shall apply) to any bona fide purchaser that is not an Affiliate of any of the Glory Investors or the Investors’ Representatives (each, a “Prospective Buyer” and such Transfer, an “Exit Sale”) so long as it first consults in good faith with the Investors regarding such Exit Sale (including, but not limited to, consultation relating to the anticipated terms of such Exit Sale and any representations and warranties required to be provided to any Prospective Buyer(s) in such Exit Sale) and complies with the terms of Section 4.4 or Section 4.5. The Investors’ Representative shall, in its sole discretion but after consultation in good faith with the Investors, decide whether or not to permit, pursue, consummate, postpone or abandon any proposed Exit Sale pursuant to this Section 4.3 (whether such proposed Transfer is being conducted in accordance with the terms of Section 4.4 or Section 4.5) and no Investor or any Affiliate of any Investor shall have any liability to any other holder of Equity Securities in the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer except to the extent such Investor shall have failed to comply with the provisions of this Section 4.

Exit Sale. If, at any time prior to a Public Offering, subject to the approval of the Board pursuant to Section 6.01(c), any holders of Units (together with their Affiliates) holding greater than 60% of the then-outstanding Class A Units (collectively, the “Drag Along Transferors”) elect to Transfer (whether in a single Transfer or series of Transfers) to any Person or Persons other than a Permitted Transferee (collectively, a “Drag Along Transferee”), in a bona fide arms’ length transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) (an “Exit Sale”), then the Drag Along Transferors may, subject to the other provisions of this Section 7.04, require all of the other holders of Units to sell or Transfer all, but not less than all, of their Units for the aggregate consideration and on the terms set forth in this Section 7.04 and to vote for, consent to, raise no objections to and take all actions reasonably required, necessary or desirable in connection with, the Exit Sale. Subject to Section 7.04(b), each holder of Units shall Transfer all of its Units on the same terms and conditions applicable to, and for the same type of consideration to be received by, the Drag Along Transferors.