Exit Transaction Sample Clauses

Exit Transaction. Upon the time (if any) in which SPTL or its Affiliates no longer hold any shares of the JVC, the terms and conditions set forth in Exhibit B to this Agreement are deemed incorporated herein and all other terms and conditions of this Agreement shall remain in full force and effect; provided, however, that to the extent that there are any inconsistencies or ambiguities between the terms set forth in Exhibit B and the other terms of this Agreement, the terms set forth in Exhibit B shall supersede the other terms of this Agreement. Until such time, the terms set forth in Exhibit B to this Agreement shall not apply.
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Exit Transaction. 4.1 For the purposes of this Letter, “Exit Transaction” means any of the following:
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Exit Transaction. In exercising its rights to effect a Sale of ---------------- the Company, the Majority Holders shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Sale of the Company (an "Exit Transaction") and to take any and all such further action in connection therewith as the Majority Holders may deem necessary or appropriate in order to consummate any such Exit Transaction. The Major Holders, in exercising their rights under this section shall have complete discretion over the terms and conditions of any Exit Transactions effected thereby, including, without limitation, price, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows. Without limitation of the foregoing, the Majority Holders may execute on behalf of the Company or such agreements, documents, applications, authorizations and instruments (collectively, "Exit Documents") as they shall deem necessary or appropriate in connection with any Exit Transaction, and each third party with whom the Majority Holders contracts on behalf of the Company or any Subsidiary may rely on the authority vested in the Majority Holders under this section for all purposes.
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Exit Transaction. Subject to Section 4.10.3, prior to executing a binding agreement providing for, or entering into or consummating, any transaction or series of related transactions that would result in a sale or exchange or similar Transfer (e.g., conversion in a merger) of all or a substantial portion of the Shares held by the Principal Investors and Televisa or a sale of all or substantially all of the assets of the Company (it being understood that if the Company is not the ultimate parent company of Univision whose shares are held by the Principal Investors and Televisa Investors, the provisions of this Section 4.10 shall instead apply to such parent company and references to the “Company” and the “Shares” shall be deemed to be references to such parent company and shares of such parent company, respectively) or the Company and its subsidiaries (considered collectively) (including a Sponsor Sale or Merger Exit) (an “Exit Transaction”), the Principal Investors will (i) provide Televisa with a written description of such Exit Transaction, including the price, form of consideration and other key contractual terms and conditions of such Exit Transaction consistent with a Sponsor Sale Notice or Merger Exit Notice (regardless of whether such notices are required to be delivered pursuant to the Change of Control Procedures), (ii) provide Televisa with a reasonable opportunity to evaluate the tax consequences to Televisa of such Exit Transaction, and (iii) at Televisa’s request, implement modifications to such transaction structure or alternative transaction structures proposed by Televisa in view of adverse tax consequences or tax benefits; provided, that such modifications or alternative transaction structures do not result in an adverse impact to the Principal Investors that is material to the Principal Investors relative to their anticipated net proceeds in the Exit Transaction.
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Exit Transaction. ‌ 8.1. In case any of the following events takes place, the Investor’s Shares may be sold by the Nominee on behalf of the Investors to either the Parent Company or any third person approved by the Parent Company (the “Exit Transaction”): 8.1.1. The Shareholders have entered into a binding shareholders’ agreement and under the given agreement or under the articles of association of the Company, the Shareholders, including the Nominee, are required to sell their shareholding if certain conditions are met; 8.1.2. A change of control event occurs the terms of which require the Nominee to sell the Investor’s Shares; 8.1.3. The Company, the Parent Company or any third person makes a proposition to the Nominee to sell the Investor’s Shares voluntarily. 8.2. The Investor shall have no independent power to force the Nominee to sell or refrain from selling the Investor’s Share, unless otherwise stated in this Agreement. 8.3. In case the Nominee has received a proposal to sell the Investor’s Shares under Section 8.1.3, the Nominee must seek for the instructions of the Investors to determine whether the Nominee should accept the offering or refrain from selling the Investor’s Shares under the terms and conditions proposed by the potential purchaser. Any decision is deemed to have been adopted if Investors representing more than 50% of the Investor’s Shares make such a request. Any voting under this Section shall be convened via the Platform. The decision made by the majority of the Investors as determined above will be binding also to the Investor how has voted otherwise. 8.4. The Nominee shall as soon as reasonably possible distribute the funds received from the purchaser proportionally with their Investments as per Section 7.2. 8.5. As of the Exit Date, the Nominee’s obligations as the nominee of the Investors under this Agreement will be terminated and the Investors’ claims against the Nominee will be deemed as redeemed through the distribution of the proceeds of such Exit Transaction in accordance with Section 8.4. 8.6. In case any insolvency proceedings have been initiated against the Company, the Nominee as the representative of the Investors may request for advice from the Investors regarding any further steps to be taken. In any case, all proceeds, if any, received by the Nominee during or after any insolvency or liquidation proceedings will be distributed to the Investors in accordance with Section
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Exit Transaction. The Shareholders acknowledge that it is their common intention to obtain a profitable realisation or valuation of their respective shareholdings in the Company by way of an Exit Transaction. The Shareholders shall co-operate so as to ensure, so far as they are able, that the Business is managed in such a manner as to facilitate an Exit Transaction.
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Exit Transaction. (a) If the Initial Public Offering has not occurred by the fifth anniversary of the date hereof (the “Trigger Date”), each Founder and P RE Opportunities Ltd. (“PROL” and together with the Founders, the “Principal Investors”) shall have the right to request the Company to consummate an Exit Transaction, and the Company will cause the consummation of an Exit Transaction (unless otherwise agreed by the initiating Principal Investor and any additional requesting Principal Investor), in each case in accordance with the procedures and subject to the conditions set forth in Annex A. (b) In the event of a withdrawal pursuant to Section 6.2(a)(vii) of the Joint Venture and Investment Management Agreement, each of Xxxxx or Pine Brook may request the Company to consummate an Exit Transaction, and the Company will cause the consummation of an Exit Transaction (unless otherwise agreed by the initiating Founder and any additional requesting Founders), in each case in accordance with the procedures and subject to the conditions set forth in Annex A. (c) Each Member hereby grants to the Initiating Principal Investor (or, in the case of an Exit Transaction initiated at the request of the majority of the Disinterested Board Members, the general counsel of the Company) (i) an irrevocable power of attorney to execute and deliver on behalf of such Member any and all certificates, instruments or other documents and take any and all actions (including, without limitation, selling such Members’ Shares in an Exit Transaction that is a Company Sale) and (ii) to the extent a Members’ vote in connection with such Exit Transaction is required by Applicable Law, an irrevocable proxy to vote such Member’s Shares in favor of such Exit Transaction, in each case, as may be necessary to consummate an Exit Transaction in accordance with this Section 2 and Annex A and the Initiating Principal Investor shall (or in the case of a power of attorney and/or proxy granted to the general counsel of the Company, the Company shall cause such general counsel to) execute and deliver any such certificates, instruments or other documents and take any and all actions on behalf of such Member including, if applicable, the voting of such Member’s Shares in favor of such Exit Transaction.
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Exit Transaction. Alternatively, at an Exit Transaction the Contributor’s Vault Shares may be purchased by the acquiring party. The process for this is more fully explained in the Company’s Articles.
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Exit Transaction. If at any time following the first anniversary of the date hereof, any Stockholder or group of Stockholders controlling more than 50% of the Common Stock on a fully diluted basis acting separately as a class shall propose to initiate an Exit Transaction with an unrelated third party desiring to consummate an Exit Transaction where the fair market value of the aggregate consideration paid or payable in connection therewith is equal to or greater than US$30,000,000.00, then such Stockholder shall have the right, exercisable as set forth below, to require all remaining Stockholders and their transferees bound by this Agreement to participate in such Exit Transaction. In connection with any such Exit Transaction, each Stockholder will consent to and raise no objections against such Exit Transaction and (a) if the Exit Transaction is structured as or includes (i) a merger, consolidation, reorganization or recapitalization of the Company, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation, reorganization or recapitalization of the Company and shall vote in favor of such merger, consolidation, reorganization or recapitalization and shall take all actions reasonably necessary to consummate such merger, consolidation, reorganization or recapitalization, or (ii) a sale of assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such sale of assets and shall vote in favor of such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, and (b) each Stockholder shall take all reasonably necessary or desirable actions in connection with the consummation of the Exit Transaction as are reasonably requested by the Stockholder or Stockholders initiating such Exit Transaction. If the Stockholder or Stockholders initiating the Exit Transaction, exercise the right in connection with a Exit Transaction as provided by this Article, (i) neither the Company nor any Stockholder shall have a right of first refusal pursuant to Article 2 in connection with such Exit Transaction and (ii) none of HoT, the members of the Founding Group or their respective transferees shall have the right to exercise the Put or Call provided in Article 4 or an Exchange provided in Article 8 until the expiration of the 150 days (or such longer period not exceeding 210 days as may be necessary to comply with any applicable prov...
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Related to Exit Transaction

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • Liquidity Event If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. (i) holders of shares of any series of Preferred Stock issued before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other Safes (collectively, the “ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by the Board in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.

  • Extraordinary Transactions Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Issuer has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in L2QA Pro Forma EBITDA of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Indebtedness or Liens, or the making of Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary or the making of Investments or Restricted Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or irrevocable notice, as applicable, for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Termination; Merger Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Sale Event A Sale Event shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

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