Exit Event Clause Samples

Exit Event. An Exit Event refers to the situation where any unvested equity will immediately and automatically vest. For there to be an Exit Event, there must be a material reduction and/or alteration of the Participant’s title, role and responsibilities and one of the Company events identified below must be triggered. The Company events are defined as (i) a “Change of Control” to a third party or any of the existing shareholders whereby 50.1% of voting shares or control of board or management is acquired or (ii) disposal of all or substantially all of the assets of the Company or (iii) a takeover offer in accordance with any US listing requirements.

Exit Event. Consideration – shall mean the Net Sales Proceeds or other consideration to be received or received by the Stockholders in connection with an Exit Event, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or other entity. Good Reason – shall have the meaning ascribed to such term in the Advisory Agreement. Invested Capital – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however, that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude Invested Capital, if any, relating to Restricted Stock and any other Common Shares held by the Property Manager.

Exit Event. Except as otherwise provided in Section 3(b), below, the Restricted Stock shall vest immediately prior to or upon the occurrence of an Exit Event in which, and only to the extent by which, (A) the sum of (i) the Exit Event Consideration, or other value attributable to the Common Shares of the Stockholders as a result of the Exit Event, plus (ii) total Distributions declared from the Company’s inception through the effective date of the Exit Event, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Exit Event. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Exit Event shall be immediately and permanently forfeited.

Exit Event. (a) If the Company determines that an Exit Event is likely at any time prior to the Termination Date, then as soon as reasonably practicable thereafter the Company must give a notice to the Investor specifying: (i) the nature of the Exit Event; (ii) the proposed purchase price and other material terms of the proposed Exit Event; and (iii) the proposed settlement or completion date for the Exit Event, (Exit Notice). (b) Subject to clauses 6 and 10, if there is an Exit Event before the Termination Date, the Investor will, within 2 Business Days of receipt of the Exit Notice, automatically receive from the Company (with effect immediately prior to the Exit Event) that number of Ordinary Shares equal to the higher of: (i) the Purchase Amount divided by the Exit Event Price; or (ii) the Purchase Amount divided by the Cap Price, in each case capped at the Ownership Cap and rounded to the nearest whole number of Ordinary Shares. (c) The Company must, not later than 3 Business Days after the issue of the Ordinary Shares in accordance with clause 4(b)(A), send to the Investor a certificate for the number of Ordinary Shares issued to the Investor (unless such Ordinary Shares are sold by the Investor pursuant to the Exit Event). (d) If a Shareholders Agreement is in existence at the time of the Exit Event and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any Shares under clause 4(b) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees) provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other holders of Ordinary Shares.

Exit Event. (a) If there is an Exit Event before the Termination Date, the Investor will, at its election within 2 Business Days of receipt of written notice of the Exit Event from the Company, either: (i) receive a cash payment equal to the Purchase Amount; or (ii) automatically receive from the Company (with effect immediately prior to the Exit Event) that number of Ordinary Shares equal to: (A) the Purchase Amount paid divided by the Exit Event Price; rounded to the nearest whole number. If the Investor makes no election within 10 Business Days of notice of the Exit Event, it will be deemed to have elected to receive Ordinary Shares in accordance with clause 4(a)(ii). (b) If the Investor elects to receive cash under clause 4(a)(i), an amount equal to the total Purchase Amount will be due and payable by the Company to the Investor concurrently with the completion of the Exit Event. (c) The Company must, not later than 10 Business Days after the issue of the Ordinary Shares in accordance with clause 4(a)(ii), send to the Investor a certificate for the number of Ordinary Shares issued to the Investor. (d) Prior to being issued with any Ordinary Shares under clause 4(a)(ii), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other holders of Ordinary Shares in the Exit Event.

Exit Event. In the event that, prior to either (i) a conversion of the Loan Amount into investment in the Company or the repayment of the Loan Amount pursuant to subsections (c)(i) or (c)(ii) above, or (ii) the repayment of the Loan Amount upon Event of Default pursuant to section (e) below, an Exit Event occurs, then, immediately prior to such Exit Event, the Loan Amount and any Interest accrued thereon, shall either, at the Lender’s own discretion (A) automatically be converted into the securities issued at the Company’s last round of financing took place before the Exit Event, at a price per share equals to the lower of (i) the price per share applicable to the Exit Event, (which calculation shall assume the conversion of the Loan Amount as aforesaid), (ii) the price per share paid at the Company’s last round of financing took place before the Exit Event and (iii) the A-1 Price or (B) be immediately due and payable out of the consideration received in connection with such Exit Event, whether such consideration is in cash or a non-cash consideration.

Exit Event. All Unvested Series D Units issued pursuant hereto which do not vest upon an applicable Exit Event or Liquidation Event shall be forfeited immediately upon an Exit Event or Liquidation Event, as applicable.

Exit Event. 4.1 The Company shall give the Option Holder at least 14 days’ prior written notice of any prospective Exit Event or, where it is not possible to give such notice, as much notice as reasonably possible in the circumstances and at least 2 Working Days’ notice. 4.2 Upon receipt of notice from the Company in accordance with Clause 4.1 of a prospective Exit Event, the Option Holder shall be entitled to exercise the Option in whole or in part (and for the avoidance of doubt such exercise shall be subject to the Exercise Criteria) at any time prior to the date of completion of the Exit Event conditional upon that Exit Event; declaring that such exercise of the Option by the Option Holder shall be deemed not to be effective until the date of completion of such Exit Event. For the avoidance of doubt, where the Exit Event does not conclude, then the Option (in whole or in part as applicable) shall be deemed not to have been exercised and shall continue to be exercisable in accordance with this Agreement. The procedure for exercising the Option pursuant to this Clause 4.2 shall be as set out in Clause 3. 4.3 The provisions of Clause 6.1.4 may not apply in circumstances where another company obtains all of the issued share capital of the Company and the Option Holder, the Company and the acquiring company enter into an agreement whereby the Option Holder releases his rights in respect of an Option in consideration of the grant to him of rights which are equivalent but relate to shares in the acquiring company. 4.4 In the event of negotiations being conducted for a prospective Exit Event, the Company shall be entitled to request in writing that the Option Holder provide (within 14 days of the Company’s request or such shorter period of notice as provided for in Clause 4.1) a binding commitment in writing either to exercise or not to exercise the rights to Shares under this Option upon the occurrence of the Exit Event. In the event that the Option Holder fails to provide such a binding commitment within the aforementioned period or indicates his intention not to exercise the right under the Option, the Option shall lapse. 4.5 Where the Option Holder has provided the Company with a binding commitment to exercise his right to Shares under the Option upon a Share Sale, such commitment shall be deemed to include an undertaking to sell the Option Shares to the purchaser as part of the Share Sale. If the Option Holder defaults in transferring the Option Shares to the purchas...

Exit Event. Upon the occurrence of any of the following events: (i) a merger or consolidation or other change of control involving the Company, other than a merger or consolidation involving the Company or a subsidiary in which the capital stock of the Company outstanding immediately prior to such transaction continues to represent, or is converted into or exchanged for, capital stock that represents, immediately following such transaction, at least a majority by voting power of the capital stock of (A) the surviving or resulting company or (B) if the surviving or resulting company is a wholly-owned subsidiary of another company immediately following such merger or consolidation, the parent company of such surviving or resulting company; (ii) a sale of a majority of the then outstanding Common Stock in the Company on an as converted basis; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or