Exit Transaction Sample Clauses

Exit Transaction. (a) If the Initial Public Offering has not occurred by the fifth anniversary of the date hereof (the “Trigger Date”), each Founder and P RE Opportunities Ltd. (“PROL” and together with the Founders, the “Principal Investors”) shall have the right to request the Company to consummate an Exit Transaction, and the Company will cause the consummation of an Exit Transaction (unless otherwise agreed by the initiating Principal Investor and any additional requesting Principal Investor), in each case in accordance with the procedures and subject to the conditions set forth in Annex A. (b) In the event of a withdrawal pursuant to Section 6.2(a)(vii) of the Joint Venture and Investment Management Agreement, each of ▇▇▇▇▇ or Pine Brook may request the Company to consummate an Exit Transaction, and the Company will cause the consummation of an Exit Transaction (unless otherwise agreed by the initiating Founder and any additional requesting Founders), in each case in accordance with the procedures and subject to the conditions set forth in Annex A. (c) Each Member hereby grants to the Initiating Principal Investor (or, in the case of an Exit Transaction initiated at the request of the majority of the Disinterested Board Members, the general counsel of the Company) (i) an irrevocable power of attorney to execute and deliver on behalf of such Member any and all certificates, instruments or other documents and take any and all actions (including, without limitation, selling such Members’ Shares in an Exit Transaction that is a Company Sale) and (ii) to the extent a Members’ vote in connection with such Exit Transaction is required by Applicable Law, an irrevocable proxy to vote such Member’s Shares in favor of such Exit Transaction, in each case, as may be necessary to consummate an Exit Transaction in accordance with this Section 2 and Annex A and the Initiating Principal Investor shall (or in the case of a power of attorney and/or proxy granted to the general counsel of the Company, the Company shall cause such general counsel to) execute and deliver any such certificates, instruments or other documents and take any and all actions on behalf of such Member including, if applicable, the voting of such Member’s Shares in favor of such Exit Transaction.

Exit Transaction. Upon the time (if any) in which SPTL or its Affiliates no longer hold any shares of the JVC, the terms and conditions set forth in Exhibit B to this Agreement are deemed incorporated herein and all other terms and conditions of this Agreement shall remain in full force and effect; provided, however, that to the extent that there are any inconsistencies or ambiguities between the terms set forth in Exhibit B and the other terms of this Agreement, the terms set forth in Exhibit B shall supersede the other terms of this Agreement. Until such time, the terms set forth in Exhibit B to this Agreement shall not apply.

Exit Transaction. 4.1 For the purposes of this Letter, “Exit Transaction” means any of the following:

Exit Transaction. Subject to Section 4.10.3, prior to executing a binding agreement providing for, or entering into or consummating, any transaction or series of related transactions that would result in a sale or exchange or similar Transfer (e.g., conversion in a merger) of all or a substantial portion of the Shares held by the Principal Investors and Televisa or a sale of all or substantially all of the assets of the Company (it being understood that if the Company is not the ultimate parent company of Univision whose shares are held by the Principal Investors and Televisa Investors, the provisions of this Section 4.10 shall instead apply to such parent company and references to the “Company” and the “Shares” shall be deemed to be references to such parent company and shares of such parent company, respectively) or the Company and its subsidiaries (considered collectively) (including a Sponsor Sale or Merger Exit) (an “Exit Transaction”), the Principal Investors will (i) provide Televisa with a written description of such Exit Transaction, including the price, form of consideration and other key contractual terms and conditions of such Exit Transaction consistent with a Sponsor Sale Notice or Merger Exit Notice (regardless of whether such notices are required to be delivered pursuant to the Change of Control Procedures), (ii) provide Televisa with a reasonable opportunity to evaluate the tax consequences to Televisa of such Exit Transaction, and (iii) at Televisa’s request, implement modifications to such transaction structure or alternative transaction structures proposed by Televisa in view of adverse tax consequences or tax benefits; provided, that such modifications or alternative transaction structures do not result in an adverse impact to the Principal Investors that is material to the Principal Investors relative to their anticipated net proceeds in the Exit Transaction.

Exit Transaction. 7.1.1. If, as of the eighth anniversary of the Initial Class C Issuance Date, any Class C Shares remain outstanding, the Required Class C Shareholders shall have the right to appoint (subject to compliance with applicable laws and any required regulatory approvals that may be required by law) a majority of the members of a special committee of the Board (the “Transaction Committee”), which Transaction Committee shall be (and hereby is) delegated authority by the Board to (i) have oversight of and pursue a Liquidity Event on behalf of the Company and the Company Subsidiaries, (ii) assume control of the process relating to pursuing a Liquidity Event, in coordination with the Board, including the right to cause the Board or the Company to engage an investment bank of national reputation having experience in the industry in which the Company is engaged and professional legal advisers to assist in pursuing and consummating such Liquidity Event and (iii) subject to Section 7.1.3, exercise the rights of the Dragging Shareholders, and cause the Company to exercise its rights, in each case, set forth in Section 4.2.1. 7.1.2. The Required Class C Shareholders and the Transaction Committee shall use commercially reasonable efforts to maximize the Company’s value for all Shareholders in evaluating potential Liquidity Events, including by taking into account valuation information provided by professional advisors engaged by the Company or the Transaction Committee, as well as any bids received, the identity of potential buyers, deal certainty and other factors. The Required Class C Shareholders shall provide the Company with prompt written notice of any proposed Liquidity Event setting out the nature of the Liquidity Event, the counterparties to the Liquidity Event and the nature and quantum of the consideration to be received by the Shareholders in the Liquidity Event (if any). 7.1.3. For the avoidance of doubt, notwithstanding anything to the contrary, ultimate approval over any Liquidity Event will remain with the Board acting in good faith (subject to compliance with applicable fiduciary duties).

Exit Transaction. ‌ 8.1. In case any of the following events takes place, the Investor’s Shares may be sold by the Nominee on behalf of the Investors to either the Parent Company or any third person approved by the Parent Company (the “Exit Transaction”): 8.1.1. The Shareholders have entered into a binding shareholders’ agreement and under the given agreement or under the articles of association of the Company, the Shareholders, including the Nominee, are required to sell their shareholding if certain conditions are met; 8.1.2. A change of control event occurs the terms of which require the Nominee to sell the Investor’s Shares; 8.1.3. The Company, the Parent Company or any third person makes a proposition to the Nominee to sell the Investor’s Shares voluntarily. 8.2. The Investor shall have no independent power to force the Nominee to sell or refrain from selling the Investor’s Share, unless otherwise stated in this Agreement. 8.3. In case the Nominee has received a proposal to sell the Investor’s Shares under Section 8.1.3, the Nominee must seek for the instructions of the Investors to determine whether the Nominee should accept the offering or refrain from selling the Investor’s Shares under the terms and conditions proposed by the potential purchaser. Any decision is deemed to have been adopted if Investors representing more than 50% of the Investor’s Shares make such a request. Any voting under this Section shall be convened via the Platform. The decision made by the majority of the Investors as determined above will be binding also to the Investor how has voted otherwise. 8.4. The Nominee shall as soon as reasonably possible distribute the funds received from the purchaser proportionally with their Investments as per Section 7.2. 8.5. As of the Exit Date, the Nominee’s obligations as the nominee of the Investors under this Agreement will be terminated and the Investors’ claims against the Nominee will be deemed as redeemed through the distribution of the proceeds of such Exit Transaction in accordance with Section 8.4. 8.6. In case any insolvency proceedings have been initiated against the Company, the Nominee as the representative of the Investors may request for advice from the Investors regarding any further steps to be taken. In any case, all proceeds, if any, received by the Nominee during or after any insolvency or liquidation proceedings will be distributed to the Investors in accordance with Section

Exit Transaction. Alternatively, at an Exit Transaction the Contributor’s Vault Shares may be purchased by the acquiring party. The process for this is more fully explained in the Company’s Articles.

Exit Transaction. If at any time following the first anniversary of the date hereof, any Stockholder or group of Stockholders controlling more than 50% of the Common Stock on a fully diluted basis acting separately as a class shall propose to initiate an Exit Transaction with an unrelated third party desiring to consummate an Exit Transaction where the fair market value of the aggregate consideration paid or payable in connection therewith is equal to or greater than US$30,000,000.00, then such Stockholder shall have the right, exercisable as set forth below, to require all remaining Stockholders and their transferees bound by this Agreement to participate in such Exit Transaction. In connection with any such Exit Transaction, each Stockholder will consent to and raise no objections against such Exit Transaction and (a) if the Exit Transaction is structured as or includes (i) a merger, consolidation, reorganization or recapitalization of the Company, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation, reorganization or recapitalization of the Company and shall vote in favor of such merger, consolidation, reorganization or recapitalization and shall take all actions reasonably necessary to consummate such merger, consolidation, reorganization or recapitalization, or (ii) a sale of assets, each Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such sale of assets and shall vote in favor of such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, and (b) each Stockholder shall take all reasonably necessary or desirable actions in connection with the consummation of the Exit Transaction as are reasonably requested by the Stockholder or Stockholders initiating such Exit Transaction. If the Stockholder or Stockholders initiating the Exit Transaction, exercise the right in connection with a Exit Transaction as provided by this Article, (i) neither the Company nor any Stockholder shall have a right of first refusal pursuant to Article 2 in connection with such Exit Transaction and (ii) none of HoT, the members of the Founding Group or their respective transferees shall have the right to exercise the Put or Call provided in Article 4 or an Exchange provided in Article 8 until the expiration of the 150 days (or such longer period not exceeding 210 days as may be necessary to comply with any applicable prov...

Exit Transaction. The Shareholders acknowledge that it is their common intention to obtain a profitable realisation or valuation of their respective shareholdings in the Company by way of an Exit Transaction. The Shareholders shall co-operate so as to ensure, so far as they are able, that the Business is managed in such a manner as to facilitate an Exit Transaction.