Common use of Exit Event Clause in Contracts

Exit Event. (a) If the Company determines that an Exit Event is likely at any time prior to the Termination Date, then as soon as reasonably practicable thereafter the Company must give a notice to the Investor specifying: (i) the nature of the Exit Event; (ii) the proposed purchase price and other material terms of the proposed Exit Event; and (iii) the proposed settlement or completion date for the Exit Event, (Exit Notice). (b) Subject to clauses 6 and 10, if there is an Exit Event before the Termination Date, the Investor will, within 2 Business Days of receipt of the Exit Notice, automatically receive from the Company (with effect immediately prior to the Exit Event) that number of Ordinary Shares equal to the higher of: (i) the Purchase Amount divided by the Exit Event Price; or (ii) the Purchase Amount divided by the Cap Price, in each case capped at the Ownership Cap and rounded to the nearest whole number of Ordinary Shares. (c) The Company must, not later than 3 Business Days after the issue of the Ordinary Shares in accordance with clause 4(b)(A), send to the Investor a certificate for the number of Ordinary Shares issued to the Investor (unless such Ordinary Shares are sold by the Investor pursuant to the Exit Event). (d) If a Shareholders Agreement is in existence at the time of the Exit Event and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any Shares under clause 4(b) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees) provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other holders of Ordinary Shares.

Exit Event. (a) If the Company determines that an Exit Event is likely at any time prior to the Termination Date, then as soon as reasonably practicable thereafter the Company must give a notice to the Investor specifying: (i) the nature of the Exit Event; (ii) the proposed purchase price and other material terms of the proposed Exit Event; and (iii) the proposed settlement or completion date for the Exit Event, (Exit Notice). (b) Subject to clauses 6 4(f) and 109, if there is an Exit Event before the Termination Date, the Investor will, at its election within 2 Business Days of receipt of the Exit Notice, 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 Senior Shares equal to the higher of: (iA) the Purchase Amount divided by the Exit Event Price; or (iiB) the Purchase Amount divided by the Cap Price, in each case capped at the Ownership Cap and rounded to the nearest whole number of Ordinary Senior Shares. (c) If the Investor makes no election within 2 Business Days of receipt of the Exit Notice, it will be deemed to have elected to receive Senior Shares in accordance with clause 4(b)(ii). (d) If the Investor elects to receive cash under clause 4(b)(i), an amount equal to the Purchase Amount will be due and payable by the Company to the Investor concurrently with the completion of the Exit Event. (e) The Company must, not later than 3 Business Days after the issue of the Ordinary Senior Shares in accordance with clause 4(b)(A4(b)(ii), send to the Investor a certificate for the number of Ordinary Senior Shares issued to the Investor (unless such Ordinary Senior Shares are sold by the Investor pursuant to the Exit Event). (df) If a Shareholders Agreement is in existence at the time of the Exit Event and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any Senior Shares under clause 4(b4(b)(ii) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees) provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other holders of Ordinary Senior Shares.