Common use of Exit Options Clause in Contracts

Exit Options. The Exit Options shall become exercisable, if at all, on the date of a Change in Control or any subsequent sale, transfer or other disposition of Common Stock by the ▇▇▇▇▇ Entities (the “Vesting Event”) in which the Aggregate Share Value is at least equal to the Aggregate Floor Value (as each such term is defined below) and the ▇▇▇▇▇ Entities shall have achieved the Investor Return (as defined below). If the Aggregate Share Value as of such Vesting Event does not exceed the Aggregate Floor Value, or if the ▇▇▇▇▇ Entities do not achieve the Investor Return, no portion of the Exit Options shall become exercisable at such time. If the Aggregate Share Value on the date of such Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. Notwithstanding the foregoing, the number of Exit Options that shall become exercisable due to any Vesting Event shall be reduced (but not below zero) by the total number of Exit Options that have previously become exercisable due to any prior Vesting Event. If, at any time after the Grant Date, the ▇▇▇▇▇ Entities hold less than ten percent (10%) of the Common Stock, the portion of the Exit Options that have not become exercisable prior to such time shall automatically be canceled without any payment therefor, provided that, prior to such cancellation, the Committee shall consider the number of Exit Options that have previously become exercisable, the performance of the management team and the value of the Common Stock then held by the ▇▇▇▇▇ Entities and, in connection therewith, the Committee shall take all necessary and proper steps as it deems appropriate in its sole and absolute discretion.

Exit Options. The Exit Options shall become exercisable, if at all, on the date of a Change in Control or any subsequent sale, transfer or other disposition of Common Stock by the ▇▇▇▇▇ Entities (the “Vesting Event”) in which the Aggregate Share Value is at least equal to the Aggregate Floor Value (as each such term is defined below) and ); provided that, in no event shall any Exit Options become exercisable hereunder unless the ▇▇▇▇▇ Entities shall have achieved receive an internal rate of return, compounded annually, on their investment in the Investor Return ▇▇▇▇▇ Stock (as defined below)) of at least 14%. The ▇▇▇▇▇ Entities’ internal rate of return will be calculated after giving full effect to the dilution of ▇▇▇▇▇’▇ interest in the Company by the Options and any override or incentive units issued by DLI Holding LLC. If the Aggregate Share Value as of such the Vesting Event does not exceed the Aggregate Floor Value, or if the ▇▇▇▇▇ Entities do not achieve the Investor Returnan internal rate of return, compounded annually, of at least 14%, no portion of the Exit Options shall become exercisable at such timeexercisable. If the Aggregate Share Value on at the date of such the Vesting Event is at least equal to the Aggregate Maximum Value, all of the Exit Options shall become exercisable as of the Vesting Event. If the Aggregate Share Value at the date of the Vesting Event exceeds the Aggregate Floor Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. Notwithstanding In the foregoing, the number of Exit Options event that shall become exercisable due to any Vesting Event shall be reduced (but not below zero) by the total number of Exit Options that have previously become exercisable due to any prior Vesting Event. If, at any time after the Grant Date, the ▇▇▇▇▇ Entities hold less than ten percent (10%) of the Common Stock, the portion of the Exit Options that have do not become exercisable prior pursuant to this Section 2(b) upon the first occurrence of a Vesting Event, such time portion of such Exit Options shall not become exercisable as a result of any subsequent Vesting Event, and shall automatically be canceled without any payment therefor, provided that, prior to such cancellation, the Committee shall consider the number of Exit Options that have previously become exercisable, the performance of the management team and the value of the Common Stock then held by the ▇▇▇▇▇ Entities and, in connection therewith, the Committee shall take all necessary and proper steps as it deems appropriate in its sole and absolute discretion.

Exit Options. The Subject to the second sentence of this Section 2(b), the Exit Options shall become exercisable, if at all, on the date of a Change in Control or any subsequent sale, transfer or other disposition of Common Stock by the ▇▇▇▇▇ Entities an Exit Event (the “Vesting Event”) in which as follows (and only as follows): (i) if the Aggregate Share Investor Members Exit Value (as defined below) at the date of the Vesting Event is at least less than or equal to the Aggregate Floor Value (as each such term is defined below) and the ▇▇▇▇▇ Entities shall have achieved the Investor Return (as defined below). If , no Exit Options shall become exercisable as of the Vesting Event, (ii) if the Aggregate Share Investor Members Exit Value as at the date of such the Vesting Event does not exceed is at least equal to the Aggregate Floor Maximum Value, or if the ▇▇▇▇▇ Entities do not achieve the Investor Return, no portion all of the Exit Options shall become exercisable at such time. If as of the Vesting Event and (iii) if the Aggregate Share Investor Members Exit Value on at the date of such the Vesting Event exceeds the Aggregate Floor Value but is less than the Aggregate Maximum Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. Notwithstanding the foregoingforegoing or anything to the contrary, the number of in no event shall any Exit Options that shall become exercisable due to any hereunder unless the Investor Members receive an internal rate of return, compounded annually (the “IRR”), on their investment in the Company and its affiliates (including KAR Holdings II, LLC, a Delaware limited liability company (the “LLC”)) of at least 12% and the Aggregate Investor Members Exit Value at the date of the Vesting Event shall is at least equal to the Aggregate Floor Value. The Investor Members’ IRR will be reduced (but not below zero) calculated after giving full effect to the dilution of Investor Members’ equity interest in the Company by the total number Options and any override or incentive units issued by the LLC (i.e., after calculating assumed payments to holders of Exit Options based on Section 2(a) above and the first sentence of this Section 2(b) and assumed distributions to holders of override units under the LLC Agreement based on the analogous methodology set forth in the LLC Agreement). In the event that have previously become exercisable due to any prior Vesting Event. If, at any time after the Grant Date, the ▇▇▇▇▇ Entities hold less than ten percent (10%) of the Common Stock, the portion of the Exit Options that have do not become exercisable prior pursuant to this Section 2(b) upon the first occurrence of a Vesting Event, such time portion of such Exit Options shall not become exercisable as a result of any subsequent Vesting Event, and shall automatically be canceled without any payment therefor, provided that, prior to such cancellation, the Committee shall consider the number of Exit Options that have previously become exercisable, the performance of the management team and the value of the Common Stock then held by the ▇▇▇▇▇ Entities and, in connection therewith, the Committee shall take all necessary and proper steps as it deems appropriate in its sole and absolute discretion.

Exit Options. The Subject to the second sentence of this Section 2(b), the Exit Options shall become exercisable, if at all, on the date of a Change in Control or any subsequent sale, transfer or other disposition of Common Stock by the ▇▇▇▇▇ Entities an Exit Event (the “Vesting Event”) in which as follows (and only as follows): (i) if the Aggregate Share ▇▇▇▇▇ Exit Value (as defined below) at the date of the Vesting Event is at least less than or equal to the Aggregate Floor Value (as each such term is defined below), no Exit Options shall become exercisable as of the Vesting Event, (ii) and if the Aggregate ▇▇▇▇▇ Entities shall have achieved Exit Value at the Investor Return (as defined below). If date of the Vesting Event is at least equal to the Aggregate Share Value as of such Vesting Event does not exceed the Aggregate Floor Maximum Value, or if the ▇▇▇▇▇ Entities do not achieve the Investor Return, no portion all of the Exit Options shall become exercisable at such time. If as of the Vesting Event and (iii) if the Aggregate Share ▇▇▇▇▇ Exit Value on at the date of such the Vesting Event exceeds the Aggregate Floor Value but is less than the Aggregate Maximum Value, the Applicable Percentage (as defined below) of the Exit Options shall become exercisable as of the Vesting Event. Notwithstanding the foregoingforegoing or anything to the contrary, the number of in no event shall any Exit Options that shall become exercisable due to any Vesting Event shall be reduced (but not below zero) by the total number of Exit Options that have previously become exercisable due to any prior Vesting Event. If, at any time after the Grant Date, hereunder unless the ▇▇▇▇▇ Entities hold less than ten percent receive an internal rate of return, compounded annually (10%the “IRR”), on their investment in the Company and its affiliates (including Axle Holdings II, LLC, a Delaware limited liability company (the “LLC”)) of at least 12% and the Common Stock, Aggregate ▇▇▇▇▇ Exit Value at the portion date of the Exit Vesting Event is at least equal to the Aggregate Floor Value. The ▇▇▇▇▇ Entities’ IRR will be calculated after giving full effect to the dilution of ▇▇▇▇▇ Entities’ equity interest in the Company by the Options that have not become exercisable and any override or incentive units issued by the LLC (i.e., after calculating assumed payments to holders of Options based on Section 2(a) above and the first sentence of this Section 2(b) and assumed distributions to holders of override units under the LLC Agreement based on the analogous methodology set forth in the LLC Agreement (but prior to such time shall automatically be canceled without the effect of any payment therefor, provided that, prior to such cancellation, the Committee shall consider the number corresponding calculation of Exit Options that have previously become exercisable, the performance of the management team and the value of the Common Stock then held by the ▇▇▇▇▇ Entities and, in connection therewith, Entities’ IRR under the Committee shall take all necessary and proper steps as it deems appropriate in its sole and absolute discretion.LLC Agreement)). In the event that any portion of the Exit Options do not become exercisable pursuant to this