Exit Transactions. For so long as no Termination shall have occurred, upon (but effective immediately prior to) the occurrence of each Exit Transaction that occurs prior to a Termination, this Option shall vest for an additional number of Class A Common Units (if any) such that, after giving effect to such vesting, the aggregate percentage of the Option that shall have vested shall be not less than the product of (i) the Exit Percentage with respect to such Exit Transaction, multiplied by (ii) the Applicable Percentage determined based on Centre’s IRR calculated with respect thereto.
Exit Transactions. The Exit Transactions, including the Approved Plan and all transactions contemplated therein and in the Confirmation Order and the Canadian Confirmation Order to occur on the effective date of the Approved Plan, shall have been (or concurrently with the occurrence of the Closing Date, shall be) substantially consummated in accordance with applicable law, the Bankruptcy Court, and regulatory approvals and on terms and conditions, and pursuant to documentation in form and substance reasonably satisfactory to, the Required Lenders.
Exit Transactions. (a) If (i) a Redemption Non-Payment shall have occurred, shall not have been cured within fifteen (15) Business Days thereof and shall be continuing; (ii) after the first anniversary of the Effective Date, the Partnership shall have failed to pay the Quarterly Distribution Amount in cash to the Preferred Units in any two quarters, regardless of whether consecutive, and such failure is continuing; (iii) the Class A Member shall have caused the Company or any Partnership Group Company to take any action that requires Special Approval without first obtaining such Special Approval, provided that such failure has not been cured by the Class A Member within the earlier of (A) thirty (30) days following receipt of written notice of such failure from the Class B Member and (B) thirty (30) days after any Officer becomes aware of such failure; provided further that such cure period shall not apply if the Class A Member has caused the Company or any Partnership Group Company to take any action that requires Special Approval pursuant to Sections 5.7(b)(ii) (provided that such failure relates to an aggregate amount of Indebtedness that is greater than $10.0 million), 5.7(b)(iii), 5.7(b)(iv) (with respect to the acquisition of any assets outside the Core Area of the AMI), 5.7(b)(v), 5.7(b)(vi), 5.7(b)(ix) (provided that such failure relates to a sale of business or assets at a price that is greater than $5.0 million), 5.7(b)(x), 5.7(b)(xi) (provided that such failure represents a variance from the hedging plan established in compliance with Section 6.7 of the Partnership Agreement of greater than five percent (5%) of volumes or relates to derivative transactions other than those permitted to be entered into pursuant to Section 6.7 of the Partnership Agreement), 5.7(b)(xv), 5.7(b)(xvi), 5.7(b)(xvii), 5.7(b)(xviii), 5.7(b)(xix), 5.7(b)(xx), 5.7(b)(xxi), 5.7(b)(xxii), 5.7(b)(xxvii) or 5.7(b)(xxix) in connection with the foregoing; (iv) Xxxxxxx Parent suffers (A) a Specified Event of Default (as such term is defined in the Joint Development Agreement) under a Specified Credit Agreement (as such term is defined in the Joint Development Agreement) and such Specified Event of Default is continuing or (B) an event of default under the Indenture or other agreement governing any Indebtedness for borrowed money of Xxxxxxx Parent and its Subsidiaries (other than the Company and the Partnership Group Companies) in an amount greater than $50.0 million and such event of default has ca...
Exit Transactions. (a) Following the date that is forty-two months after the Closing Date, KKR shall have the right to (i) commence and conduct a process for (and cause the consummation of) the sale of all of the Shares of the Company or all or substantially all of the consolidated assets of the Company (including the capital stock of any Subsidiaries of the Company) (a “Company Sale”), which Company Sale may be effected by a Transfer of Shares, merger, sale of stock, sale of assets or other business combination, or (ii) initiate (and cause to be consummated) an Initial Public Offering. KKR, following meaningful consultation with Walgreens, shall have the right to make all decisions with respect to such Initial Public Offering process; provided, that all decisions made in connection with such process shall be consistent with the fiduciary duties of the Board.
Exit Transactions. The Exit Transactions, including the Approved Plan and all transactions contemplated therein and in the Confirmation Order to occur on the effective date of the Approved Plan, shall have been (or concurrently with the occurrence of the Closing Date, shall be) substantially consummated in accordance with applicable law, the Bankruptcy Court, and regulatory approvals and on terms and conditions, and pursuant to documentation in form and substance reasonably satisfactory to, the Required Lenders;
Exit Transactions. The Exit Transactions shall have been consummated, or shall be consummated, substantially concurrently with the initial funding of the Initial Term Loans hereunder. Each Borrowing, and each issuance, amendment or extension of a Letter of Credit, in each case on the Effective Date shall be deemed to constitute a representation and warranty by Parent and the Borrower on such date as to the satisfaction of the matters specified above in this Section 4.01 (except that no representation shall be deemed made as to whether any item is required to be acceptable or satisfactory to the Administrative Agent is acceptable or satisfactory to it).
Exit Transactions. (a) If at any time from and after January 14, 2010, the Company has not consummated a Qualifying IPO or has not entered into a binding agreement that triggers Section 6.1, any Stockholder or group of Stockholders representing 50% or more of the aggregate liquidation preference of the Series B Preferred Stock then outstanding (the “Requesting Investors”) shall be entitled to require the Company to use commercially reasonable efforts to implement and consummate an Exit Transaction (as defined below), and require that, in connection with such implementation, the Company retain an investment banking firm
Exit Transactions. (a) Subject to Section 11.2(b) and Section 11.2(c) and upon the occurrence of (i) a Trigger Event other than a Liquidity Trigger Event prior to the expiration of the Five Year Redemption Period or the Seven and One-Half Year Redemption Period, as applicable, (ii) a Trigger Event that is a Liquidity Trigger Event prior to the expiration of the Five Year Redemption Period or the Seven and One-Half Year Redemption Period, as applicable, together with the occurrence of either (A) any of the events described in clause (b), (d), (e), (f) or (g) of the definition of “Trigger Event” or (B) failure of the Company to pay in cash any portion of Preferred Distribution when required to be paid by the Company pursuant to Section 4.2 (including any required Preferred Deferred Distribution Cash Payments) or (iii) expiration of the Seven and One-Half Year Redemption Period (to the extent the Class B Preferred Units have not been redeemed in full as provided herein as of such time) (each of preceding clauses (i) through (iii), an “Exit Transaction Trigger”), the Class B Representative shall be entitled to cause (and the Members and Board agree to facilitate, as reasonably requested by the Class B Representative) the Company to effect any of the following transactions (each, an “Exit Transaction”) by providing written notice thereof to the Company and the other Members:
Exit Transactions. In connection with any Initial Public Offering, sale, amalgamation, merger or similar transaction of the Majority Shareholder Entity or any of its direct or indirect Subsidiaries (an “Exit Transaction”), the Blackstone Parties and the Company shall (i) structure such Exit Transaction in a manner that, in the case of an Exit Transaction that is an Initial Public Offering or similar transaction (an “IPO Transaction”), permits the New Shareholders to hold equity directly in the public company in an appropriate proportion (taking into account (x) the dilution attributable to such IPO Transaction, (y) the equity disposed of in such IPO Transaction) and (z) the value of the equity then held by them in the Company (without giving effect to any minority, illiquidity or similar discount) as it relates to the value of the equity of the public company); (ii) (A) use reasonable best efforts so that in any such IPO Transaction, each New Shareholder and its direct and indirect owners recognize income for U.S. federal income tax purposes only to the extent such New Shareholder or any of its direct and indirect owners are required under the Code to recognize income in respect of any cash or property other than stock of the public company that such New Shareholder receives in such IPO Transaction, (such tax treatment, “Non-Recognition Treatment”) and (B) not, without the approval of the board of directors, including one New Shareholder Director, structure any such IPO Transaction in a manner that does not provide for Non-Recognition Treatment; and (iii) structure any Exit Transaction in a manner that does not have disproportionate and adverse U.S. federal income tax consequences to the New Shareholders and their direct and indirect owners as compared to the Majority Shareholder and its direct and indirect owners. Each New Shareholder shall cooperate in good faith to achieve Non-Recognition Treatment with respect to an IPO Transaction, but in no event will the foregoing be deemed to obligate such New Shareholder to take any action if, in its good faith belief such action would have an adverse effect on such New Shareholder or its investment in the Company.
Exit Transactions
