Exit Sale definition

Exit Sale has the meaning set forth in Section 3(a).

Exit Sale means “Exit Sale” as defined in the Shareholders’ Agreement and (c) “Tag-Along Offer” shall mean “Tag-Along Offer” as defined in the Shareholders’ Agreement. In addition, there shall be submitted for arbitration (as provided in Section 8.6 of the Employment Agreement) any dispute, controversy or claim related to whether the Participant’s termination of Employment was for Cause or Good Reason.

Exit Sale has the meaning set forth in Sections 5(a) and 7.

Examples of Exit Sale in a sentence

• The rights set forth in Section 3.03 shall be exercised by DRIVe and/or its Affiliates giving written notice (the “Drag-Along Notice”) to each Member, at least 10 Business Days prior to the date on which DRIVe expect to consummate the Exit Sale.

• Each Member shall transfer all of its Units to the transferee in Exit Sale (a “Drag-Along Transferee”) on the same terms and conditions applicable to, and for the same type of consideration payable to, DRIVe. Allocation of the aggregate purchase price payable for all Units held by DRIVe and the other Members in an Exit Sale will be determined by assuming that the aggregate purchase price for the Units was distributed to the Members in accordance with Section 5.03.

• In no event shall the amount of any indemnity obligation of any Transferring Drag Person exceed the amount of cash and the Fair Market Value of any non-cash consideration received by such Transferring Drag Person in such Exit Sale, except in the case of fraud by such Transferring Drag Person.

• Each Attorney-In-Fact, after the Required Preferred Stockholders have elected to exercise their rights under Section 2.1, subject to the termination of the Exit Sale under Section 2.5, may exercise the irrevocable proxy granted to them hereunder at any time any stockholder fails to comply with any of the provisions of this Section 2.

• At the closing of any Exit Sale effected as a sale of shares of capital stock of the Company, such stockholder shall deliver to the Company a reasonable instrument of transfer against receipt of the proceeds.

More Definitions of Exit Sale

Exit Sale as defined in Section 4.3.

Exit Sale for purposes of this Section 7) or (y) a Public Sale of the Interests (an "EXIT IPO" for purposes of this Section 7), provided that no such rights shall be available, at any date, to a Selling Holder that either (i) has Transferred more than 50% of its original Percentage Interests or (ii) owns aggregate Interests equal to less than 80% of the aggregate Interests owned by the Non-Selling Holder. The rights set forth in this Section 7 shall be exercised by giving written notice (the "EXIT SALE NOTICE") to each Other Equityholder which shall set forth: (i) the proposed manner of exit, either Exit Sale or Exit IPO; (ii) the proposed number of Interests that the Selling Holder is selling in the sale; and (iii) all other material terms of the proposed sale. If an Exit Sale is elected by the Selling Holder, the Selling Holder, the Non-Selling Holder, each Other Equityholder and the Company each agree to treat such Exit Sale as a drag-along sale in accordance with Section 5 and all of the terms and conditions shall apply, mutatis mutandis, to the Exit Sale so elected pursuant to this Section 7. If an Exit IPO is elected by the Selling Holder, the Selling Holder, the Non-Selling Holder, each Other Equityholder and the Company each agree to treat such Exit IPO as a Demand Registration in accordance with Section 8 and all of the terms and conditions shall apply, mutatis mutandis, to the Exit IPO so elected pursuant to this Section 7. In addition, upon receipt of an Exit Sale Notice pursuant to this Section 7, the Non-Selling Holder shall be entitled to elect by written notice to the Selling Holder to have the Company receive, as a condition to the consummation of such Exit Sale, a fairness opinion from a nationally recognized appraisal or investment banking firm stating that the consideration to be paid in such transaction is fair, from a financial standpoint, to the Equityholders. The Selling Holder and the Non-Selling Holder will reasonably and in good faith mutually select such appraisal or investment banking firm, provided that, if such parties are unable to mutually agree upon a single firm within 10 days of the receipt by the Selling Holder of the Non-Selling Holder's notice referenced above, the Selling Holder and the Non-Selling Holder shall within three days thereafter each select a nationally recognized appraisal or investment banking firm and the firms so selected by them shall then select within three days thereafter a third nationally recognized apprais...

Exit Sale means as a Transfer of all, but not less than all, of the then- outstanding Equity Securities of the Company and/or all of the assets of the Company to any non-Affiliated Person(s) in a bona fide arms’-length transaction or series of related transactions (including by way of purchase agreement, tender offer, merger or other business combination transaction or otherwise).94

Exit Sale has the meaning set forth in Section 7.04(a).

Exit Sale has the meaning given to it in Clause 6.4 (a);

Exit Sale has the meaning set forth in Section 3.03(e)(i). “Failed Contribution” has the meaning set forth in Section 4.02.

Exit Sale has the meaning given in the Company Operating Agreement.