Deemed Liquidation Event. The term “Deemed Liquidation Event” shall be defined as set forth in Section 10.3.
Deemed Liquidation Event. If Seller becomes subject to a Deemed Liquidation Event prior to a Milestone Closing, Purchaser shall have the right, upon written notice delivered to Seller, to terminate Purchaser’s obligations hereunder to consummate the Milestone Closing and all other remaining Milestone Closings, if any.
Deemed Liquidation Event. (a) Any Trade Sale of any Existing Group Company shall constitute and be treated as a “Deemed Liquidation Event”, unless otherwise waived in writing by three (3) or more Investor Directors. Notwithstanding the foregoing, each of the following events shall be deemed as a “Deemed Liquidation Event”, no matter whether otherwise waived by the Investor Directors: (i) any consolidation, reorganization, amalgamation or merger of the Company, with or into any Person, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition of the Equity Securities of the Company, in which the Shareholders of the Company immediately before such transaction own less than fifty percent (50%) of the equity ownership or voting power of the surviving company immediately after such transaction; (ii) change of Control of the Company; (iii) a sale, lease, transfer or other disposition of by any Group Company of all or substantially all of the assets and/or business of such Group Company to any Person, the effect of which is the disposition of all or substantially all of the assets and/or business of the Group Companies taken as a whole; and (iv) a sale, transfer, exclusive license or other disposition of by any Group Company of all or substantially all of the intellectual properties of such Group Company to any Person, the effect of which is the disposition of all or substantially all of the intellectual properties of the Group Companies taken as a whole. A Deemed Liquidation Event shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of Section 4.6(i), and any proceeds, whether in cash or properties, resulting from a Deemed Liquidation Event shall be distributed in accordance with Section 4.6(i).
Deemed Liquidation Event. The Company shall not voluntarily effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation or other agreement for such transaction provides that the consideration payable to the Members shall be allocated among the Members in accordance with Section 13.3(d), and as if the consideration payable to the Members were all assets of the Company available for distribution to the Members.
Deemed Liquidation Event. Notwithstanding anything to the contrary contained in this Agreement, no Shareholder shall knowingly Transfer any Equity Securities or participate in any transaction constituting a Deemed Liquidation Event unless Centerbridge receives the full amounts that it is entitled to receive pursuant to the Articles of Incorporation in connection with such Deemed Liquidation Event.
Deemed Liquidation Event. A Deemed Liquidation Event as defined in the Second Amended and Restated Articles of Incorporation of the Borrower (the “Charter”);
Deemed Liquidation Event. For purposes of this Agreement, each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least fifty percent (50%) of the outstanding Class A Units elect otherwise by written notice sent to the Company prior to the effective date of any such event:
(a) a merger or consolidation in which (i) the Company is a constituent party or
Deemed Liquidation Event. Notwithstanding anything contained herein to the contrary, in the event of a Deemed Liquidation Event (as such term may be defined in the Certificate of Incorporation of the Company, as such may be amended), or in the event of any “Sale Event”, “Change in Control” or other like definition contained in the Company’s then current stock option plan (i.e., the option plan from which the Company is then granting options or other equity awards) if such Certificate of Incorporation does not contain the defined term “Deemed Liquidation Event”), any and all Restricted Shares will automatically vest and become “Unrestricted Shares” immediately prior to such Deemed Liquidation Event (or Sale Event, Change in Control, etc.), if the Founder or Consultant is a Company Person immediately prior to such Deemed Liquidation Event (or Sale Event, Change in Control, etc.).
Deemed Liquidation Event. This Agreement shall terminate upon a Deemed Liquidation Event.
Deemed Liquidation Event. For purposes of Article 73, in addition to any liquidation, dissolution, reorganization or winding up of the Company under applicable law, the Company shall be deemed to be liquidated (a “Deemed Liquidation Event”): (a) in the event of a consolidation, merger, acquisition, or reorganization of the Company with or into, or a sale of all or substantially all of the Company’s assets, or substantially all of the Company’s issued and outstanding share capital, to, any other company, or any other entity or person, other than a wholly-owned subsidiary of the Company, excluding a transaction in which shareholders of the Company prior to the transaction will maintain voting control of the surviving or acquiring entity after the transaction (provided, however, that shares of the surviving or acquiring entity held by shareholders of the Company acquired by means other than the exchange or conversion of the shares of the Company shall not be used in determining if the shareholders of the Company own more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent)), but shall be used for determining the total outstanding voting power of the surviving or acquiring entity); (b) in the event that pursuant to a transaction or series of transactions a person or entity acquires, fifty percent (50%) or more of the issued and outstanding shares of the Company; or (c) in the event of any lease, transfer or exclusive license of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company). Upon any deemed liquidation event of the Company as described in this Article 74, at the closing of the transaction at which the Company is deemed for purposes of this Article 74 to be liquidated, the shareholders shall be paid in cash, securities or a combination thereof, an amount equal to the amount per share which would be payable to the shareholders of the Company, respectively, pursuant to Article 73 as if all consideration being received by the Company and its shareholders in connection with such transaction were being distributed in a liquidation of the Company.
