Liquidation Notice. The date on which, pursuant to Section 12.10, a Liquidation Notice becomes effective to cause a Liquidating Event.
Liquidation Notice. At any time on or after the occurrence of a Notice Event, each Class A Member may elect to cause such Notice Event to result in a Liquidating Event by delivering to the Managing Member a notice (a “Liquidation Notice”) of such election; provided that: (i) such Notice Event shall not result in a Liquidating Event until the expiration of ten (10) Business Days following such delivery, (ii) such Class A Member may rescind such Liquidation Notice by delivering to the Managing Member a notice prior to such tenth (10th) Business Day, and (iii) a Liquidation Notice automatically will be deemed rescinded upon the election within such ten (10) Business Day period by any one or more of the IMS Health Members pursuant to the Purchase Option to purchase all Class A Members’ Interests.
Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Topaz Minority Member may, at any time on or after the occurrence of a Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Topaz Majority Member is not the Managing Member, the Topaz Majority Member) a written notice (a "LIQUIDATION NOTICE") stating that such Note Trigger Event or such Specified Equity Event constitutes a Liquidating Event; provided, however, that: (i) the delivery of a Liquidation Notice shall not become effective to cause a Liquidating Event until (A) the Topaz LLC Agreement applicable Asset Remedy Standstill Expiration Date or (B) in the case of a Specified Equity Event, the delivery of such Liquidation Notice; (ii) except in the case of a Specified Equity Event, the Topaz Minority Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Topaz Majority Member is not the Managing Member, the Topaz Majority Member) a rescission notice prior to the applicable Asset Remedy Standstill Expiration Date; and (iii) except in the case of a Specified Equity Event, if both (x) an Irrevocable Election has been made by the Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to this Topaz LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date and (y) an Irrevocable Election has been made by the Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date, then no Liquidation Notice shall become effective to cause a Liquidating Event until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notices (and then if, but only if, each of the Topaz Minority Member Interest and the Diamond Class A Member Interest shall not have been either purchased or retired).
Liquidation Notice. The Company shall give written notice of any Liquidation Event or Antero Subsidiary Disposition (or any transaction which might reasonably be deemed to give rise to a Liquidation Event or Antero Subsidiary Disposition) to each holder of Class I Units not less than 20 days prior to the date stated in such notice for the distribution and payment of the amounts provided in Section 6.1.
Liquidation Notice. At any time on or after the occurrence of a Class A Notice Event, the Required Class A Limited Members may elect to cause such Class A Notice Event to result in a Liquidating Event by delivering to the Managing Member a notice (a “Liquidation Notice”) of such election; provided that: (i) such Class A Notice Event shall not result in a Liquidating Event until the expiration of ten (10) days following such delivery, (ii) the Required Class A Limited Members may rescind such Liquidation Notice by delivering to the Managing Member a notice prior to such tenth (10th) day, and (iii) a Liquidation Notice automatically will be deemed rescinded upon the irrevocable election within such ten (10) day period by the Managing Member or its designee pursuant to the Class A Purchase Option to purchase all of the Class A Limited Membership Interests.
Liquidation Notice. At any time on or after the occurrence of a Notice Event, each Class A Limited Partner may elect to cause such Notice Event to result in a Liquidating Event by delivering to the General Partner a notice (a "Liquidation Notice") of such election; provided that: (i) such Notice Event shall not result in a Liquidating Event until the expiration of ten (10) Business Days following such delivery, (ii) such Class A Limited Partner may rescind such Liquidation Notice by delivering to the General Partner a notice prior to such tenth (10th) Business Day, and (iii) a Liquidation Notice automatically will be deemed rescinded upon the election within such ten (10) Business Day period by any one or more of the D&B Partners pursuant to the Purchase Option to purchase all Class A Limited Partners' Interests.
Liquidation Notice. 57 SECTION 14.03. Electing Partners' Purchase Option...........................57 _ ARTICLE XV MISCELLANEOUS...............................................................58
Liquidation Notice. Written notice of any Liquidation Event, stating a record date or date on which a record shall be taken with respect to such Liquidation Event shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, not less than twenty (20) days prior to the record date stated therein, by the Company to the holders of the Preferred Shares, such notice to be addressed to each such holder at its address as shown by the records of the Company.
Liquidation Notice. The Corporation shall give written notice to each holder of record of Series E Preferred Stock at their respective addresses as the same shall appear on the stock records of the Corporation of any proposed transaction described in Section 5.3(c) that would constitute a Liquidation not later than 20 days prior to the shareholders’ meeting called to approve such transaction or 20 days prior to the closing of such transaction, whichever is earlier, and shall notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the proposed transaction and the provisions of this Section 5.3, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than 20 days after the Corporation has given the first written notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of not less than a majority of the then outstanding Series E Preferred Stock (excluding accrued but unpaid dividends). Prior to the closing of a transaction described in Section 5.3(c) that would constitute a Liquidation, the Corporation shall issue all PIK Dividends unless the Cash Alternative is approved pursuant to Section 5.3(a) and shall either (a) make all cash distributions that the Corporation is required to make to the holders of Series E Preferred Stock, pursuant to this Section 5.3(a), (b) set aside sufficient funds from which the cash distributions to the holders of Series E Preferred Stock, can be made, or (c) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Corporation from an Acquisition or Asset Transfer will be used to make the liquidating payments to the holders of Series E Preferred Stock immediately after the consummation of such transaction.
Liquidation Notice. SECTION 14.03. Electing Members’ Purchase Option ARTICLE XV MISCELLANEOUS SECTION 15.01. Notices SECTION 15.02. Binding Effect SECTION 15.03. Construction SECTION 15.04. Headings SECTION 15.05. Severability SECTION 15.06. Variation of Pronouns SECTION 15.07. Governing Law SECTION 15.08. Waiver of Action for Partition SECTION 15.09. Waiver of Jury Trial SECTION 15.10. Consent to Jurisdiction SECTION 15.11. Counterpart Execution SECTION 15.12. Sole and Absolute Discretion SECTION 15.13. Specific Performance Exhibit A Form Demand Promissory Note and Guaranty of Payment Exhibit B Form Confidentiality Certificate Exhibit C-1 Form Transferor Certificate Exhibit C-2 Form Transferee Certificate Exhibit D Form of Master Lease Schedule A List of Responsible Officers THIS AGREEMENT OF LIMITED LIABILITY COMPANY, dated as of the 17th day of March, 2005, by and among IMS HEALTH INCORPORATED, a Delaware corporation (“IMS Health”), as the sole Managing Member, UTRECHT-AMERICA FINANCE CO., a Delaware corporation (“Utrecht”), and EDAM, L.L.C., a Delaware limited liability company (“Edam”), as the Class A Members, and COORDINATED MANAGEMENT SYSTEMS, INC., a Delaware corporation (“CMS”), and IMS AG, a corporation organized under the laws of Switzerland and successor in interest to IMS Pharminform Holding AG (“IMS AG”), as the Class B Members.
