Common use of Exit Transactions Clause in Contracts

Exit Transactions. In connection with any Initial Public Offering, sale, amalgamation, merger or similar transaction of the Majority Shareholder Entity or any of its direct or indirect Subsidiaries (an “Exit Transaction”), the Blackstone Parties and the Company shall (i) structure such Exit Transaction in a manner that, in the case of an Exit Transaction that is an Initial Public Offering or similar transaction (an “IPO Transaction”), permits the New Shareholders to hold equity directly in the public company in an appropriate proportion (taking into account (x) the dilution attributable to such IPO Transaction, (y) the equity disposed of in such IPO Transaction) and (z) the value of the equity then held by them in the Company (without giving effect to any minority, illiquidity or similar discount) as it relates to the value of the equity of the public company); (ii) (A) use reasonable best efforts so that in any such IPO Transaction, each New Shareholder and its direct and indirect owners recognize income for U.S. federal income tax purposes only to the extent such New Shareholder or any of its direct and indirect owners are required under the Code to recognize income in respect of any cash or property other than stock of the public company that such New Shareholder receives in such IPO Transaction, (such tax treatment, “Non-Recognition Treatment”) and (B) not, without the approval of the board of directors, including one New Shareholder Director, structure any such IPO Transaction in a manner that does not provide for Non-Recognition Treatment; and (iii) structure any Exit Transaction in a manner that does not have disproportionate and adverse U.S. federal income tax consequences to the New Shareholders and their direct and indirect owners as compared to the Majority Shareholder and its direct and indirect owners. Each New Shareholder shall cooperate in good faith to achieve Non-Recognition Treatment with respect to an IPO Transaction, but in no event will the foregoing be deemed to obligate such New Shareholder to take any action if, in its good faith belief such action would have an adverse effect on such New Shareholder or its investment in the Company.