Exit Transaction definition

Exit Transaction has the meaning set forth in Section 9.5(a)

Exit Transaction means, as determined by the Committee in its sole discretion, (i) the first sale by Centre (other than to a Permitted Transferee (as defined in the Partnership Agreement)) that would result in Centre owning interests in the Partnership representing less than 50% of its Core Investment, or (ii) any sale by Centre (other than to a Permitted Transferee (as defined in the Partnership Agreement)) of its interests in the Partnership following a sale described in (i) above or (iii) any merger, recapitalization, reorganization or similar event having substantially the result described in (i) or (ii) above; provided that, notwithstanding the foregoing, any reorganization or similar event effected to facilitate a refinancing or a public issuance of debt or equity securities shall not be deemed to be an “Exit Transaction.”

Exit Transaction shall have the meaning ascribed to such term in the definition of "Lapse Date."

Examples of Exit Transaction in a sentence

• It is intended that the provisions of this Agreement shall not result in a duplicative payment of any amount required to be paid under the Separation Agreement, the Merger Agreement or any other Exit Transaction Document, and this Agreement shall be construed accordingly.

• For the avoidance of doubt, unless otherwise specifically provided in the Exit Transaction Documents, all liabilities, costs and expenses incurred in connection with this Agreement by or on behalf of SpinCo or any member of the SpinCo Group with respect to actions taken at or prior to the Effective Time shall be the responsibility of Parent and shall be assumed in full by Parent.

• Except as otherwise expressly provided elsewhere in this Agreement or any other Exit Transaction Document, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a party, such party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

• Notwithstanding Section 15.4 or any other provision herein, the last milestone payment shall be payable by Retrophin to Ligand upon the Closing of Retrophin’s Exit Transaction.

• Section 2 shows some code examples and discusses the need for the Exit Transaction functionality.

More Definitions of Exit Transaction

Exit Transaction means a Public Offering or a Liquidity Event.

Exit Transaction has the meaning set forth in the Participation Agreement.

Exit Transaction means a transaction pursuant to which Newco is sold in accordance with the Newco Share Terms to a third-party or parties in one or more transactions, either by way of the sale of a majority of the New Equity (whether by way of a sale or pursuant to a merger, combination, amalgamation, consolidation or similar transaction) or all or substantially all of the assets of Newco (including by way of liquidation or dissolution) or a public offering of its Equity Interests, in each case as more fully defined and described in the memorandum and articles of association of Newco;

Exit Transaction means an IPO or a Liquidity Event.

Exit Transaction means, at any relevant time, a sale, in one transaction or a series of transactions, by FTB (or its Affiliates) of such number of Class B Units (either, at the option of Vantiv, as Class B Units or as exchanged into shares of Class A Common Stock of Vantiv), and cancellation of such number of Class B Shares of Vantiv, in each case then held by FTB and its Affiliates, as is required in order for FTB and its Affiliates to continue to hold their remaining interests in Vantiv and/or the Company after giving effect to such transactions, or series of transactions, under the banking Laws implicated by such New Activity Notice (as the Company (acting through its Managing Member) and FTB mutually determine in good faith, in consultation with regulators or otherwise) (such number, the “Minimum Sale Number”).

Exit Transaction means: (i) [***]

Exit Transaction means any of the following: