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 consummation of an Exit Sale by the Drag-Along Sellers shall be subject to the sole discretion of the Drag-Along Sellers, who shall have no liability or obligation whatsoever (other than compliance with this Section 3) to any Required Sellers participating therein in connection with such Required Sellers’ Transfer of Shares.

• In connection with an Exit Sale, the Company may also require each Required Seller to vote in favor of such Exit Sale or act by written consent approving the same with respect to all Shares owned by such Required Seller, as necessary or desirable to authorize, approve and adopt the Exit Sale.

• Without limiting the foregoing, if an Exit Sale requires the approval of the Company’s stockholders, each Investor shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such Exit Sale or Company Sale.

• I.Crestview’s principals understood that the definition of “Exit Sale” was one of the “Key Definitions” in the LLC Agreement.95The Exit Sale Right stated that any Exit Sale had to take place “on the terms set forth in [Article XIII,] Section 7(c), Section 7(d) and Section 9(b).” These sections established requirements for pro rata treatment that this decision refers to as the Equal Treatment Requirements.

• They consulted with outside counsel290 and prepared memoranda calling into question the Thoughtworks strategy.291Koch hired Ropes & Gray LLP as his personal counsel.292 They began brainstorming defenses to the Put Right.293Quinn Emmanuel analyzed the Put Right and Exit Sale Right for Crestview.

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 means exit or sale proceeds which includes the sale value of any shares, rights, interest or equity in a Project including the transfer of all of the then-outstanding equity securities or assets of a company to any non-affiliated person 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).

Exit Sale has the meaning ascribed to such term in Section 9(a).

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

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