Definition of Liquidation Event; Notice. (i) For purposes of this Section 2, a "Liquidation" of this Corporation shall be deemed to be occasioned by, and to include, without limitation, (A) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation); or (B) a sale of all or substantially all of the assets of the Corporation (including, for purposes of this section, intellectual property rights which, in the aggregate, constitute substantially all of the Corporation's material assets); unless in each case, the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity.
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Samples: Agreement and Plan of Reorganization (Niku Corp), Series C Preferred Stock Purchase Agreement (Niku Corp), Series D Preferred Stock Purchase Agreement (Niku Corp)
Definition of Liquidation Event; Notice. (i) For purposes of this Section 2, a "Liquidation" liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, and to include, without limitation, (A) the acquisition of control of the Corporation by another entity by means of any transaction or series of related transactions (including, including without limitation, limitation any reorganization, merger or consolidation); or (B) a lease, sale or other transfer of all or substantially all of the assets of the Corporation (including, for purposes of this section, intellectual property rights which, in the aggregate, constitute substantially all of the Corporation's ’s material assets); unless in each case, the Corporation's ’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's ’s acquisition or sale or otherwise) ), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity.
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Samples: Warrant Agreement (Comscore, Inc.)
