Exit Event definition

Exit Event means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

Exit Event means a sale, disposition or transfer (collectively, ---------- a "sale") of shares of common stock of the Company after which neither Endo Pharma nor Kelso any longer holds any shares of common stock of the Company.

Exit Event means a Change in Control or a Liquidity Event, as applicable.

Examples of Exit Event in a sentence

• Any such holder that complies with the requirements of Section 5 to convert their Series B Preferred Shares prior to the applicable Conversion Time or Redemption Time will not have their Series B Preferred Shares become subject to the Mandatory Exit Event.

• The warrant or the shares exercised pursuant to it, shall be dilutable after the occurrence of an Exit Event or the issuance of the warrants, the later of the two.

• The Company shall send written notice of any Mandatory Exit Event (including the applicable Conversion Time or Redemption Time) to all holders of the Series B Preferred Shares at least 10 Business Days prior to the applicable Conversion Time or Redemption Time.

• Upon the first Exit Event (of the Company or of any Affiliate commercializing the Products) the Company will issue a warrant which may be immediately exercisable.

• For the avoidance of doubt, the occurrence of a Party Exit Event does not, of itself, have any effect on the rights or obligations of the relevant Party in its capacity (if any) as an Opt-In Lender that exist prior to or on the date of the relevant Party Exit Event.

More Definitions of Exit Event

Exit Event means (23) a direct or indirect sale of equity securities in the Company in a change of control transaction, (23) an Initial Public Offering, (23) a liquidation of the Company, (23) the sale of all or substantially all of the Company’s assets or (23) any other event analogous to such events, in each case (other than in the case of clause (ii)), to the extent that such event results in any Consortium Member (or any Affiliate or designee of a Consortium Member) receiving proceeds in respect of its equity securities of any company in the Company Group; provided, however, that the transfer by KCI of its equity securities in the Company to Chiron Guernsey L.P. Inc. shall not constitute an “Exit Event”.

Exit Event has the meaning assigned to such term in the LLC Agreement.

Exit Event means, prior to the occurrence of a Qualifying IPO:

Exit Event means, in respect of an Investee Company, the point at which (a) any of a Cash Offer, a Share Offer or an IPO is completed or (b) insolvency proceedings have commenced;

Exit Event means:(i) any merger, reorganization or consolidation of the Company with or into another entity, or the acquisition of the Company by means of any transaction or series of related transactions, following which the existing shareholders of the Company as of immediately prior to such transaction or series of related transactions hold, by virtue of such transaction or series of related transactions, less than 50% of the voting power of the surviving or acquiring entity or less than 50% of the issued and outstanding share capital of the surviving or acquiring entity, or (ii) a sale, transfer, grant of exclusive license or other disposition of all or substantially all of the assets of the Company, in a single transaction or a series of related transactions.

Exit Event means a transaction or series of transactions (other than an initial public offering of WMG or any of its Affiliates) involving the sale, transfer or other disposition, directly or indirectly, by Access to one or more Third Parties of more than 50% of the outstanding shares of WMG Common Stock and its successors or involving the sale, transfer or other disposition of all or substantially all of the assets of WMG and its subsidiaries, taken as a whole, to one or more Third Parties (including, without limitation, a Change in Control); provided that, unless the Managing Member determines otherwise, in no event shall an Initial Public Offering or secondary public offering constitute an “Exit Event” for any purposes of this Agreement.

Exit Event means a Sale or Business Combination.