Common use of Exit Transaction Clause in Contracts

Exit Transaction. 7.1.1. If, as of the eighth anniversary of the Initial Class C Issuance Date, any Class C Shares remain outstanding, the Required Class C Shareholders shall have the right to appoint (subject to compliance with applicable laws and any required regulatory approvals that may be required by law) a majority of the members of a special committee of the Board (the “Transaction Committee”), which Transaction Committee shall be (and hereby is) delegated authority by the Board to (i) have oversight of and pursue a Liquidity Event on behalf of the Company and the Company Subsidiaries, (ii) assume control of the process relating to pursuing a Liquidity Event, in coordination with the Board, including the right to cause the Board or the Company to engage an investment bank of national reputation having experience in the industry in which the Company is engaged and professional legal advisers to assist in pursuing and consummating such Liquidity Event and (iii) subject to Section 7.1.3, exercise the rights of the Dragging Shareholders, and cause the Company to exercise its rights, in each case, set forth in Section 4.2.1. 7.1.2. The Required Class C Shareholders and the Transaction Committee shall use commercially reasonable efforts to maximize the Company’s value for all Shareholders in evaluating potential Liquidity Events, including by taking into account valuation information provided by professional advisors engaged by the Company or the Transaction Committee, as well as any bids received, the identity of potential buyers, deal certainty and other factors. The Required Class C Shareholders shall provide the Company with prompt written notice of any proposed Liquidity Event setting out the nature of the Liquidity Event, the counterparties to the Liquidity Event and the nature and quantum of the consideration to be received by the Shareholders in the Liquidity Event (if any). 7.1.3. For the avoidance of doubt, notwithstanding anything to the contrary, ultimate approval over any Liquidity Event will remain with the Board acting in good faith (subject to compliance with applicable fiduciary duties).