Common use of Exit Event Clause in Contracts

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.