Qualified MCK Exit definition
Examples of Qualified MCK Exit in a sentence
Each of the Company and each of the Initial Members shall use their reasonable best efforts to cooperate in good faith to consummate any Qualified MCK Exit and any Qualified Echo Sale as promptly as practicable.
MCK may terminate this Agreement, with no fewer than 12 months prior written notice before the effective date of such termination, any time on or after the 12-month anniversary of a Qualified MCK Exit (as defined in the LLC Agreement); provided, however, this provision shall have no effect following a sale or change in control of EIS.
At any time prior to a Qualified MCK Exit and subject to Section 5.01(d), the Company shall take all actions necessary to cause the composition of the board of managers or equivalent body of each of Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC to be identical to the Board.
For the avoidance of doubt, immediately following a Qualified MCK Exit, the MCK Members shall no longer have any designation rights pursuant to this Article 5.
MCK may terminate this Agreement, with no fewer than 12 months prior written notice before the effective date of such termination, any time on or after the 12-month anniversary of a Qualified MCK Exit (as defined in the LLC Agreement).
MCK may terminate this Agreement, with no fewer than 12 months prior written notice before the effective date of such termination, any time on or after the 12-month anniversary of a Qualified MCK Exit (as defined in the LLC Agreement); provided, however, this provision shall have no effect following a sale or change in control of the EIS Business.
MCK may terminate this Agreement, with no fewer than 12 months prior written notice before the effective date of such termination, any time on or after the 12-month anniversary of a Qualified MCK Exit.
Each of the covenants set forth in Section 2.4 (other than the first sentence of Section 2.4(c)) shall terminate upon the MCK Trigger Date; provided, however, that clause (ii) of Section 2.4(a) shall survive until the earlier to occur of (x) the consummation of a Qualified MCK Exit or (y) the third (3rd) anniversary of Closing.
For avoidance of doubt, any termination of this Agreement pursuant to clause (ii) of this Section 7.02 shall be without prejudice to Parent’s rights under Section 10.05(a) of the LLC Agreement to consummate a Qualified MCK Exit during the MCK Exit Window, and in connection therewith the parties hereto shall, if necessary, enter into a new Separation and Distribution Agreement pursuant to Section 10.05(a) of the LLC Agreement at the request of Parent during the McK Exit Window.
Following such Qualified IPO and prior to consummation of a Qualified MCK Exit, for so long as Blackstone (together with its Permitted Transferees and Affiliates) continues to hold fifty percent (50%) or more of the aggregate number of shares of Common Stock, the Majority Blackstone Investors shall be entitled to nominate to the Board of Directors a number of directors equal to a majority of the total members of the Board of Directors.