Crystallization Sample Clauses
The Crystallization clause defines the point at which a floating charge over a company's assets becomes fixed, or "crystallizes," typically upon the occurrence of certain events such as default or insolvency. In practice, this means that the lender's security interest, which previously allowed the company to deal with the assets in the ordinary course of business, now attaches specifically to the assets as they exist at the time of crystallization, preventing further disposal without the lender's consent. This clause is essential for protecting the lender's interests by ensuring that, in adverse situations, their security becomes enforceable and the assets are preserved for repayment of the debt.
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Crystallization. (a) All Class A Units and Class B Units in New HoldCo will be reclassified prior to the closing of the IPO in a series of steps referred to as the “Crystallization.” The Crystallization involves first determining the value of each Holdings Member’s Units in New HoldCo on a class-by-class basis (as if 100% vested) based on the amount that would be distributed, hypothetically, immediately before the closing of the IPO in respect of all such Units if an amount equal to the pre-money equity value of New HoldCo (based on the Price to Public of LOS Inc. in the IPO) were distributed under Section 6.1 of the New HoldCo LLC Agreement. For this purpose, Section 6.1 of the New HoldCo LLC Agreement is deemed to be identical to Section 6.1 of the Holdings LLC Agreement; each Unit in New HoldCo will be deemed to have been issued by New HoldCo on the same date the corresponding Unit in Holdings was issued by Holdings (and thus the Class A-1 Preferred Return Amount and the Class A-2 Preferred Return Amount (each as defined in the Holdings LLC Agreement) that accrues in respect of each Class A-1 Unit and Class A-2 Unit in New HoldCo will be deemed to be the same amount that accrues in respect of the corresponding Unit in Holdings); the Benchmark Amount (as defined in the Holdings LLC Agreement) applicable to each series of Class B Units in Holdings will also be the Benchmark Amount that applies to each series of Class B Units in New HoldCo; and the pre-money equity value of New HoldCo is deemed to be $ (which is $ less the $ required to repay the promissory notes under Section 2.17(c)). The hypothetical amount that would be distributed to each Holdings Member in respect of each class or series of Units in New HoldCo held thereby for such member is listed on Schedule 2.6(a) in each column labeled “Initial Allocated Value” (the “Initial Allocated Value”). Each Holdings Member’s Initial Allocated Value will then be adjusted by increasing each Series 2 Member’s Initial Allocated Value (on a class-by-class basis) by 7% and by reducing each other Holdings Member’s Initial Allocated Value (on a class-by-class basis) by such member’s proportionate share (based on the relative Initial Allocated Values of such other Holdings Members) of the aggregate 7% premium allocated to the Series 2 Members. Each Class B Holder agrees that such 7% premium has been negotiated and agreed to by the Majority Class B Holders pursuant to the Class B Holder Consent. Each Holdings Member’s Initial Alloc...
Crystallization. Notwithstanding the foregoing ARTICLE III, for each Taxable Year ending on or after the date of a PubCo Change of Control, all Tax Benefit Payments shall be (a) calculated by utilizing the Valuation Assumptions, substituting in each case the term “the date of a PubCo Change of Control” for “Early Termination Effective Date” and (b) paid to each relevant TRA Party on the dates and in the amounts otherwise provided in this ARTICLE III.
Crystallization. The floating charge created by Section 2 shall become a fixed charge as soon as:
(a) the Secured Party gives notice to that effect to the Debtor;
(b) the Secured Party takes any step to accelerate or demand payment of the Obligations, or gives notice of its intention or takes any steps to enforce its security; or
(c) an Event of Default described in Subsection 14 (e) or (g) occurs in respect of the Debtor.
Crystallization. The amorphous feed material is crystallized in a two-stage process. In the first stage, a spouting bed, with high gas velocities, is used to achieve a vigorous pellet motion, thereby preventing agglomeration as the pellets quickly heat up and crystallize. In the second stage, a pulsed fluid bed, with lower gas velocities, is used to achieve quieter bed motion and to guarantee a minimum pellet residence time. Air is typically used as heating medium in both beds, whereby the gas temperature generally does not exceed 185 ◦C. Higher temperatures can be employed, but nitrogen rather than air is used to prevent oxidation and the yellowing of pellets. The spouting bed temperature is generally in the range 150–170°C. The material temperature at the outlet of the pulsed fluid bed is usually less than 180°C. During crystallization, both the moisture and the acetaldehyde are removed from the pellets. In the case of moisture, this is critical before the pellets are heated to SSP temperatures above 180°C. Moisture present at higher temperatures can lead to hydrolysis and a drop in the intrinsic viscosity. In particular, that drop has been shown to increase significantly at temperatures higher than 200°C. Even at temperatures lower than 180°C, a small intrinsic viscosity drop can be expected, depending on the initial moisture content. Before the crystallized material can be processed at the higher SSP temperatures, the melting point of the crystals formed in the crystallization stage needs to be increased to above the intended SSP temperature. This shifting of the low melting-point peak, known as annealing, significantly reduces the risk of sintering later on in the SSP column. The heating medium is nitrogen in order to prevent thermo-oxidative degradation of the pellets. The nitrogen flows in a cross-flow manner, entering from one side through the roofs, and then flowing through the pellets before being collected in an adjacent set of roofs and leaving the vessel on the other side. The pellets are heated in a series of two to six such preheater sections to a temperature of 210 to 220°C. The process takes places over residence times of up to 4 h, during which the molecular weight and the intrinsic viscosity begin to increase, the acetaldehyde is significantly reduced to less than 5 ppm, and the crystallinity increases to ca. 50 vol%. Having shifted the beginning of the low-melting-point peak above the SSP reaction temperature, the pellets are now ready for processing in...