Liquidation Notice Sample Clauses
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Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Diamond Class A Member may, at any time on or after the occurrence of a Note Trigger Event or Specified Equity Event, deliver to the Managing Member (and, if the Diamond Class B Member is not the Managing Member, the Diamond Class B 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 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 Diamond Class A Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Diamond Class B Member is not the Managing Member, the Diamond Class B 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 Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to this Diamond LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date and (y) an Irrevocable Election has been made by the Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Topaz 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 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. 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. 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. 57 SECTION 14.03. Electing Partners' Purchase Option...........................57 _ ARTICLE XV MISCELLANEOUS...............................................................58
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.
Liquidation Notice. The Class A Noteholder or any Class A Member (at the direction of the Majority Class A Members) may, at any time on or after the occurrence of a Board Reduction Event, deliver to the Managing Member and the Class B Members a written notice (a "Liquidation Notice") stating that such Board Reduction Event constitutes a Liquidation Event; provided, however, that: (i) the delivery of such Liquidation Notice shall not become effective to cause a Liquidating Event until the expiration of a period of 90 days from the date of delivery of such Liquidation Notice; (ii) the Class A Noteholder or Majority Class A Members, as the case may be, may rescind such Liquidation Notice by delivering to the Managing Member and the Class B Members a rescission notice prior to the end of such 90 day period; and (iii) if a Purchase Option Notice has been delivered in accordance with Section 11.1(a) prior to the expiration of such 90 day period, such Liquidation Notice shall not become effective to cause a Liquidating Event until the day after the Purchase Date specified in such notice (and then if, but only if, the Class A Noteholder or Initial Class A Member or any of their Affiliates shall continue to be the Class A Noteholder or Class A Members, as the case may be, after giving effect to the purchase of Investment Interests effected in connection with such Purchase Option Notice).
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.