Common use of Exit Event Clause in Contracts

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 purchaser, the chairman or any of the directors for the time being of the Company nominated by the Board for that purpose shall be deemed to be the duly appointed attorney of the Option Holder with full power to execute, complete and deliver in the name and on behalf of the Option Holder a transfer of the Option Shares to the purchaser.