Realization Event. (a) Upon and anytime following a Realization Event Trigger, the holders of a majority of all then outstanding Investor Shares (the “Requesting Stockholders”), may deliver a written notice to (i) the Corporation (a “Realization Event Notice”), directing the Corporation to pursue strategic alternatives including a Sale of the Corporation, IPO, recapitalization, refinancing or other similar liquidity event (in each case, a “Realization Event”) and identifying an independent nationally recognized investment bank (the “Investment Bank”) to advise on such strategic alternatives, in accordance with this Section 3.6 or (ii) each of the other Stockholders (a “Stockholder Realization Notice”) indicating that the Requesting Stockholders are electing to pursue a Realization Event that does not require any action by the Corporation (e.g., a Sale of the Corporation via a stock sale) and identifying the Investment Bank. Upon receipt of a Realization Event Notice, the Corporation shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to affect the Realization Event in accordance with this Section 3.6. Upon receipt of a Stockholder Realization Notice, each Stockholder shall reasonably cooperate (at the Corporation’s expense) in taking, or causing to be taken, all actions and doing, or causing to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 3.6. (b) The Corporation or the Stockholders, as the case may be, shall require the Investment Bank to submit a report to the Requesting Stockholders and the Corporation outlining alternatives for a Realization Event that will achieve the highest value reasonably available. The Corporation and the Stockholders shall reasonably cooperate with the Investment Bank in accordance with any procedures set forth in such report with respect to the proposed Realization Event, shall use their commercially reasonable efforts to reach agreement on the terms and conditions for such Realization Event and will retain independent legal counsel selected by the Requesting Stockholders to advise the Corporation and the Stockholders on such Realization Event. (c) For purposes of the foregoing, in the event of a disagreement on the terms and conditions for the Realization Event among the Stockholders, the final determination of such terms and conditions shall be made by the Requesting Stockholders, and thereafter the Requesting Stockholders shall have the right to cause the Corporation, or the Stockholders, as the case may be, to expeditiously consummate such Realization Event on the terms so determined. In connection with any Realization Event pursuant to this Section 3.6, the provisions set forth in Sections 3.5(a), (b) and (c) hereof shall apply, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale; provided, however, that Section 3.5(c) hereof shall only apply, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale if the Realization Event Trigger occurs because of the occurrence of a Material Adverse Effect; provided, further, that a Realization Event Trigger that occurs because of the failure by the Corporation to consummate a Sale of the Corporation or an IPO on or before the third anniversary of the date of this Agreement for any reason shall not give rise to the application of Section 3.5(c) hereof, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale. The Corporation agrees to pay all fees and expenses of the Investment Bank and such legal counsel in connection with such Realization Event.
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Realization Event. (a) Upon and anytime At any time following a Realization Event Triggerthe fifth (5th) anniversary of the Original Closing Date, the holders Class B Majority (for purposes of a majority of all then outstanding Investor Shares (this Section 9.6, collectively, the “Requesting StockholdersInvestor”), ) may deliver a written notice to to: (i) the Corporation Board (a “Realization Event Investor Notice”), directing the Corporation Company to pursue strategic alternatives including alternatives, including, but not limited to, a Sale of the CorporationCompany, IPOPublic Offering, merger, recapitalization, refinancing or other similar liquidity event Liquidity Event, including a transaction that is sponsored by the executives of the Company (in each case, a “Realization Event”) ), and identifying an independent nationally recognized investment bank (the “Investment Bank”) to advise on such strategic alternatives, in accordance with this Section 3.6 or 9.6; and/or (ii) each of the Members other Stockholders than the Eos Members (for purposes of this Section 9.6, a “Stockholder Realization Member Notice”) indicating that the Requesting Stockholders are Investor is electing to pursue a Realization Event that does not require any action by the Corporation (e.g., a Sale of the Corporation via a stock sale) Company and identifying the Investment Bank. Upon receipt of a Realization Event Investor Notice, the Corporation Company shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to affect effect the Realization Event in accordance with this Section 3.69.6. Upon receipt of a Stockholder Realization Member Notice, each Stockholder Member shall reasonably cooperate (at the Corporation’s expense) in takinguse its respective reasonable best efforts to take, or causing cause to be taken, all actions and doingto do, or causing cause to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 3.69.6.
(b) The Corporation or the Stockholders, as the case may be, shall require the Investment Bank to shall submit a report to the Requesting Stockholders Investor and the Corporation Board, or upon a Triggering Event, the Realization Event Committee, outlining alternatives for a Realization Event that will achieve the highest value reasonably availableavailable within a reasonable period of time. The Corporation Company and the Stockholders shall reasonably Members agree to cooperate with the Investment Bank in accordance with any procedures set forth in such report with respect to the proposed Realization Event, shall and agree to use their commercially reasonable best efforts to reach agreement on the terms and conditions for such Realization Event Event, and will retain independent legal counsel selected by the Requesting Stockholders Realization Event Committee to advise the Corporation Company and the Stockholders Members on such Realization Event.
(c) For purposes of the foregoing, in the event of a disagreement on the terms and conditions for the Realization Event among the StockholdersMembers, the final determination of such terms and conditions shall be made by the Requesting StockholdersInvestor or the Realization Event Committee, as applicable, and thereafter the Requesting Stockholders Investor or the Realization Event Committee, as applicable, shall have the right to cause the CorporationCompany, or the StockholdersMembers, as the case may be, to expeditiously consummate such Realization Event on the terms so determined. In connection with any Realization Event pursuant to this Section 3.69.6, the provisions set forth in Sections 3.5(a), 9.5(a) and (b) and (c) hereof shall apply, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale; provided, however, that Section 3.5(c) hereof shall only apply, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale if the Requesting Member is the Board and the Realization Event Trigger occurs because of is the occurrence of a Material Adverse Effect; provided, further, that a Realization Event Trigger that occurs because of the failure by the Corporation to consummate a Sale of the Corporation or an IPO on or before the third anniversary of the date of this Agreement for any reason shall not give rise to the application of Section 3.5(c) hereof, mutatis mutandis, with respect to such Realization Event as if it were an Approved Sale. The Corporation Company agrees to pay all reasonable fees and expenses of the Requesting Investor, the Investment Bank and such legal counsel in connection with such Realization Event.
(d) Each Equity Owner agrees that, if at any time such Equity Owner is then entitled to vote with respect to any matter for which the approval of Equity Owners may be required or requested in connection with a Realization Event, such Equity Owner shall vote such Equity Owner’s Equity Securities or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of the Members) in order to approve such matter. In order to secure the foregoing obligations, each Equity Owner hereby appoints any Person designated by the Requesting Investor (the “Investor Nominee”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities in favor of any such matter related to the Realization Event, and the Investor Nominee may exercise the irrevocable proxy granted to the Investor Nominee hereunder at any time any Equity Owner fails to comply with this Section 9.6. The proxies and powers granted by the Equity Owners hereunder are coupled with an interest and are given to secure the performance of the Equity Owners’ obligations hereunder. Such proxies and powers shall be irrevocable for the term of this Agreement and shall survive the death, incompetency, disability or bankruptcy of any Equity Owner or Permitted Transferee thereof. The Equity Owners hereby agree to indemnify, defend and hold the Investor Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Realization Event (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the proxy and power of attorney granted hereby.
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