Exit Right Sample Clauses

The Exit Right clause defines the conditions under which a party may withdraw from an agreement or business arrangement. Typically, it outlines the specific events, timeframes, or procedures that must be followed for a party to exercise their right to exit, such as providing advance notice or meeting certain financial obligations. This clause is essential for providing flexibility and certainty, allowing parties to plan for and manage the risks associated with ending their involvement in a project or partnership.
Exit Right. (a) In the event that: (i) EdgeStone has exercised its rights under Section 6.9 and, giving effect to such exercise, EdgeStone would cease to hold any Shares or Convertible Securities (other than EdgeStone Warrants), if the Corporation has not paid to EdgeStone in full the purchase price for the EdgeStone Common Purchased Securities as contemplated in Section 6.9 within: (x) 90 days following the EdgeStone Valuation Date; or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following the EdgeStone Valuation Date; or (ii) on the occurrence of an event triggering a redemption right under the Articles of Amendment, EdgeStone elects to require the Corporation to redeem all of its Series A Shares, if the Corporation has not paid to EdgeStone the amounts required to be paid upon such event as set out in the Articles of Amendment within: (x) 90 days, or (y) if the Corporation has given a Notice of Required Financing/Consent, 150 days following after receipt by the Corporation of the request for redemption, then, provided that the Redemption Trigger Date has passed and provided that EdgeStone has not ceased to be a Shareholder, EdgeStone shall be entitled, at any time thereafter and in its sole discretion, to give written notice (an "EXIT NOTICE") to the Corporation and each of the Shareholders stating that EdgeStone wishes to cause a Sale Transaction to occur. (b) Upon delivery of an Exit Notice by EdgeStone to the Corporation and the Shareholders: (i) the Corporation and Shareholders will cooperate as necessary or reasonably desirable on a timely basis to seek bona fide offers from third parties on such terms as EdgeStone may specify for the completion of the Sale Transaction; (ii) EdgeStone shall have the full power and authority to effect a Sale Transaction including seeking the advice of, canvassing and/or retaining (at the expense of the Corporation) one or more investment dealers in connection with providing advice generally as to how best to achieve a Sale Transaction; and (iii) EdgeStone shall also have the power and authority to solicit offers for a Sale Transaction which it determines in its sole discretion to be acceptable. (c) Upon receipt by the Corporation or EdgeStone of any offer in respect of a Sale Transaction acceptable to EdgeStone from a Person at arm's length to EdgeStone (an "OFFER"), the Corporation will provide a copy of the Offer to EdgeStone and the other Shareholders, or, if the Offer is received by Edge...
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Exit Right. Subject to Applicable Laws, on and from the fifth (5th) anniversary of the Closing, if the Company fails to conduct an IPO as approved in accordance with this Agreement and the Amended Articles, the Company shall use its reasonable best endeavors to (i) redeem AIA’s Ordinary Shares; or (ii) assist to arrange a sale of AIA’s Ordinary Shares to a third party buyer, in each case at or above AIA’s Investment Amount paid to the Company. Any such redemption or sale shall be subject to the approval of AIA. For the avoidance of doubt, any such sale shall be subject to Clause 4.2.
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Exit Right. Tenant shall have the right to terminate the Lease (the “Exit Right”) as of June 30, 2016 (the “Exit Date”); provided, however, that Tenant must deliver to Landlord (i) a written notice (the “Exit Notice”), of its intent to exercise its Exit Right on or before June 30, 2015, which Exit Notice must be delivered by Tenant to Landlord in accordance with Section 17.1 of the Lease, and (ii) an amount, as calculated by Landlord, equal to the unamortized portion of the leasing commissions paid by Landlord to the Brokers (as defined below) in connection with this Amendment together with 10% interest on such amount (the “Exit Payment”). Such amortization shall be on a straight-line basis over the period beginning July 1, 2011 and ending on the Expiration Date. The Exit Payment must be delivered to Landlord on or before the Exit Date. If Tenant timely and properly exercises the Exit Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the Exit Date and Tenant shall have no further obligations under the Lease except for those accruing prior to the Exit Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. If Tenant does not deliver to Landlord the Exit Notice and the Exit Payment within the time periods provided for in this paragraph, Tenant shall be deemed to have waived its Exit Right.
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Exit Right. With effect from the Trigger Date, if any of the Purchasers (the “Selling Purchaser”) propose to sell any of the securities held by them in the Company or if the Company proposes to undertake any sale transaction involving the sale of the securities of the Company, then the Purchasers agree and undertake that the Selling Purchaser shall provide a proportionate tag along right to each of the Holdco Promoters and Snowdrop (the “Non-selling Purchaser”) on the same price and terms as offered to such Selling Purchaser. The Purchasers agree that other than representations with respect to their authority to transfer and title to their respective securities, the Holdco Promoters and/ or Snowdrop (as the case may be) shall not be required to provide any additional representations or indemnity to the proposed buyer. The terms of this provision (which is agreed between the Purchasers, Holdco Promoters and Snowdrop prior to First Closing Date) shall be incorporated in the Charter Documents as on the First Closing Date, effective from the Trigger Date.
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Exit Right. (a) Following the expiration of the Lock-Up Period (the “Lock-Up Expiration Date”), during each calendar quarter, subject to and after complying with the procedures set forth in Section 7.4, the Investor and/or its Permitted Transferee(s) may Transfer in the aggregate a number of Capital Securities equal to the sum of (i) one-sixth (1/6th) of the aggregate number of all Capital Securities Beneficially Owned by the Investor and/or its Permitted Transferee(s) on the Lock-Up Expiration Date and (ii) any Capital Securities that were permitted to be, but were not, Transferred in a prior calendar quarter pursuant to this Section 7.2(a) (such that, for the avoidance of doubt, in and after the sixth calendar quarter following the Lock-Up Expiration Date, the Investor and/or its Permitted Transferee(s) shall be entitled to Transfer any and all of the Capital Securities they may continue to Beneficially Own at such time). (b) Notwithstanding anything to the contrary set forth in Section 7.2(a), in no event shall the Investor Transfer to any Person a number of shares of Class C Common Stock or Class C-1 Common Stock that would result in such Transferee and such Transferee’s Affiliates acquiring Beneficial Ownership in the aggregate of more than seven and one-half percent (7.5%) of the aggregate number of Shares then outstanding or more than seven and one half percent (7.5%) of the aggregate voting power of the Voting Shares then outstanding and, for the avoidance of doubt, any such shares of Class C Common Stock or Class C-1 Common Stock purported to be Transferred shall be subject to Section 7.1(d). (c) At the Investor’s expense, the Company shall use commercially reasonable efforts to cooperate as reasonably requested by the Investor in connection with a Transfer contemplated by this Section 7.2, including using commercially reasonable efforts to cooperate with and assist the Investor in promptly removing or rendering inapplicable any actual or potential restrictions on a proposed Transfer under applicable Law. (d) References to the Investor in this Section 7.2 and in Section 7.4 shall be deemed to include Investor Sub and any other Permitted Transferee, in each case, to the extent such Person holds Investor Shares.
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Related to Exit Right

  • Put Rights The Warrantholder shall have the following Put Rights: (a) At the earlier of (i) the fifth anniversary of the date hereof and (ii) a Change of Control, the Warrantholder may notify the Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause the Company to repurchase, in the case of clause (i) above, all (but not less than all) of the Warrant Shares (issued or represented by the Warrant) at a price per share equal to the Repurchase Price (the "Five-Year Put"), or, in the case of clause (ii) above, the Warrant at the Change of Control Repurchase Price (the "Change of Control Put"). (b) If the Company receives a Put Notice pursuant to Section 7(a), it shall deliver to the Warrantholder, by first class mail, postage prepaid, mailed as soon as practicable and if possible within thirty (30) days of the receipt by the Company of the Put Notice, a notice stating: (i) the date as of which such repurchase shall occur (which date (the "Put Closing") shall be not less than ten (10) nor more than thirty (30) days following the date of such notice, but in any event prior to the Expiration Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares (issued or represented by this Warrant) to be purchased from the Warrantholder and the Repurchase Price (which shall be calculated as of the date of the Put Notice) or, in the case of a Change of Control Put, the Change of Control Repurchase Price; and (iii) the place or places where certificate or certificates representing this Warrant or Warrant Shares are to be surrendered for payment; PROVIDED, HOWEVER, that the Company shall have no obligation to send the notice set forth above or to repurchase the Warrants and Warrant Shares following the exercise of the Five Year Put (and the provisions of paragraph (c) below shall not be applicable to any failure by the Company to repurchase the Warrants and the Warrant Shares following the exercise of the Five Year Put), unless the holders of not less than a majority of the shares of Common Stock issued or issuable upon exercise of the Investor Warrants (the "Investor Warrant Shares") shall also have exercised the "five year put" provided for in the Investor Warrants. (c) With respect to Warrants and Warrant Shares properly tendered for repurchase, if the Company fails to pay the Repurchase Price or the Change of Control Repurchase Price on the date fixed for repurchase, the Corporation shall also pay interest thereon at the rate of 12% per annum, compounded on a quarterly basis, until such time as such satisfaction shall have occurred. (d) At the Put Closing, the Warrantholder shall deliver to the Company the certificate or certificates representing the Warrantholder's Warrant or Warrant Shares and the Company shall deliver to the Warrantholder an amount equal to, in the case of a Five-Year Put, the product obtained by multiplying (i) the number of such Warrant Shares (issued or represented by this Warrant) by (ii) the Repurchase Price or, in the case of a Change of Control Put, the Change of Control Repurchase Price, by cashier's or certified check payable to the Warrantholder or by wire transfer of immediately available funds to an account designated by the Warrantholder. (e) The Company shall not (and shall not permit any Affiliate of the Company to) enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to honor the Put.

  • Settlement of Restricted Stock Units Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

  • Put Right If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall be of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Board of Directors hereby grants to the Participant 2,500 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).