Exit Event definition

Exit Event means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

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Exit Event means a sale, disposition or transfer (collectively, ---------- a "sale") of shares of common stock of the Company after which neither Endo Pharma nor Kelso any longer holds any shares of common stock of the Company.

Exit Event means a Change in Control or a Liquidity Event, as applicable.

Examples of Exit Event in a sentence

• By way of example only: if the Ratio Value of the Targeted Business Activity is 20% of the overall value of the entire business activity which is the subject matter of the Exit Event, then Yissum shall be entitled to receive 0.5% of 20% of the Exit Net Proceeds, i.e. 0.1% of the Exit Net Proceeds.

• If a first Exit Event that includes the Targeted Business does not occur within ten (10) years from the Effective Date, then the Company shall issue to Yissum such number of common shares constituting 0.5% of the Ratio Value of the Targeted Business (out of the overall market value of the Company by third party expert appraiser to be agreed upon by the Parties).

• For the purpose hereof, the “Ratio Value” shall mean the value of the Targeted Business out of the overall value of the entire business activity, which is the subject matter of the Exit Event, as shall be determined by third party expert appraiser to be agreed upon by the Parties.

• Notwithstanding the foregoing, the Company shall be entitled to assign as a whole its entire rights and obligations under this Agreement to Affiliates, and to a successor as a result of an Exit Event, provided however that such assignee has agreed to be bound by the terms of this Agreement.

• Upon the first Exit Event to occur, that includes the business activity of developing and commercialization of Products (the “Targeted Business”) – the Company shall pay Yissum an exit fee in a rate of 0.5% of the portion of the Exit Net Proceeds associated with the Ratio Value of the Joint Patent(s) Business.

More Definitions of Exit Event

Exit Event means (23) a direct or indirect sale of equity securities in the Company in a change of control transaction, (23) an Initial Public Offering, (23) a liquidation of the Company, (23) the sale of all or substantially all of the Company’s assets or (23) any other event analogous to such events, in each case (other than in the case of clause (ii)), to the extent that such event results in any Consortium Member (or any Affiliate or designee of a Consortium Member) receiving proceeds in respect of its equity securities of any company in the Company Group; provided, however, that the transfer by KCI of its equity securities in the Company to Chiron Guernsey L.P. Inc. shall not constitute an “Exit Event”.

Exit Event has the meaning assigned to such term in the LLC Agreement.

Exit Event means, prior to the occurrence of a Qualifying IPO:

Exit Event means, in respect of an Investee Company, the point at which (a) any of a Cash Offer, a Share Offer or an IPO is completed or (b) insolvency proceedings have commenced;

Exit Event means a transaction or series of transactions (other than an initial public offering of WMG or any of its Affiliates) involving the sale, transfer or other disposition, directly or indirectly, by Access to one or more Third Parties of more than 50% of the outstanding shares of WMG Common Stock and its successors or involving the sale, transfer or other disposition of all or substantially all of the assets of WMG and its subsidiaries, taken as a whole, to one or more Third Parties (including, without limitation, a Change in Control); provided that, unless the Managing Member determines otherwise, in no event shall an Initial Public Offering or secondary public offering constitute an “Exit Event” for any purposes of this Agreement.

Exit Event means a Sale or Business Combination.

Exit Event has the meaning set out in clause 16.7;