Common use of Liquidation Notice Clause in Contracts

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. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Topaz Minority Diamond Class A 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 Diamond Class B Member is not the Managing Member, the Topaz Majority 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 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 Diamond Class A Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Topaz Majority Diamond Class B Member is not the Managing Member, the Topaz Majority 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 Topaz Majority Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to this Topaz Diamond 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 Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond 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. (a) Liquidating Events Prior to Extension Earn-Out Period. Prior to the Extension Earn-Out Period Commencement Date, the Topaz Minority Class A Member may, at any time on or after the occurrence of a Limestone Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Topaz Majority Primary Class B Member is not the Managing Member, the Topaz Majority Primary Class B Member) a written notice (a "LIQUIDATION NOTICE") stating that such Limestone 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 expiration of the applicable Asset Remedy Standstill Expiration Date Period or (B) in the case of a Specified Equity Event, the delivery of such Liquidation NoticeSpecial Management Standstill Expiration Date; (ii) except in the case of a Specified Equity Event, the Topaz Minority Class A Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Topaz Majority Primary Class B Member is not the Managing Member, the Topaz Majority Primary Class B Member) a rescission notice prior to (A) the end of the applicable Asset Remedy Standstill Expiration Date; and Period or (iiiB) except in the case of a Specified Equity Event, the Special Management Standstill Expiration Date; and (iii) 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 Primary Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond LLC Agreement on or prior to (A) the applicable expiration of the Asset Remedy Standstill Expiration DatePeriod or (B) in the case of a Specified Equity Event, then the earlier of the Special Management Replacement Date and the date on which an Asset Remedy Notice becomes effective in accordance with Section 11.3(a), 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 notice (and then if, but only if, each such purchase or retirement is not consummated); provided, further, that in the case of the Topaz Minority Member Interest and the Diamond Class A Member Interest a Specified Equity Event, such Liquidation Notice shall not become effective if the Specified Equity Cure has occurred on or before the 30th day after such Specified Equity Event; provided, further, that if the Certificate Purchase Option is consummated prior to the date on which such notice becomes effective, then such notice shall be deemed to have been either purchased or retired)revoked and shall be of no further force and effect.

Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Topaz Minority Garnet Preferred 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 Garnet Common Member is not the Managing Member, the Topaz Majority Garnet Common 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 Garnet 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 Garnet Preferred Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Topaz Majority Garnet Common Member is not the Managing Member, the Topaz Majority Garnet Common 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 Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to this Topaz the Diamond 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 Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond 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 Diamond Class A Member Interest and the Diamond Class A Topaz Minority Member Interest shall not have been either purchased or retired).