Liquidity Events. In the event that Dermira undergoes a Liquidity Event during the Rose U Patent Royalty Term, it shall pay Licensor a royalty of $[*]. For avoidance of doubt, the Liquidity Event payment will be payable once regardless of whether Dermira or its successors undergo multiple Liquidity Events.
Liquidity Events. The Ordinary Shareholders and the Company undertake to use best efforts to, within thirty-six (36) months from the date of this Agreement, (i) list the Ordinary Shares of the Company (or securities representing the Ordinary Shares of the Company) on the Nasdaq National Market or The Stock Exchange of Hong Kong Limited or any other internationally recognized stock exchange or inter-dealer quotation systems acceptable to the Investors in a Qualified IPO; or (ii) procure a bona fide third party offer for the sale of all or more than fifty percent (50%) of the equity or assets of the Company, whether through a single transaction or a series of transactions, for at least the greater of (i) an amount that represents an implied valuation of the Company that generates a minimum internal rate of return of thirty-five percent (35%) per annum to each holder of Preferred Shares, and (ii) an amount which represents an implied valuation of the Company of at least US$300 million (the “Trade Sale”). In the event such internal rate of return is calculated for a period of time that is less than a full year, such rate shall be calculated ratably based on a 360-day year.
Liquidity Events. (a) Upon the consummation of a Liquidity Event (as defined below), a portion of the then-unvested Options shall become Vested Options concurrently with the consummation of such event, such that the total percentage of Options that have become Vested Options immediately after the consummation of such Liquidity Event shall, after taking into account any Options that had become Vested Options prior to such Liquidity Event, be equal to the Liquidated Percentage (as defined below). Following the acceleration of a portion of the then-unvested Options upon the consummation of a Liquidity Event pursuant to this Section 5(a), the vesting schedule of the Options that remain unvested Options immediately following such Liquidity Event shall be modified such that such remaining unvested Options are scheduled to vest in equal installments on each of the Vesting Dates occurring subsequent to such Liquidity Event (subject to the vesting conditions set forth in Section 3).
Liquidity Events. (a) Notwithstanding any other provision of this Agreement,
(i) the Company undertakes to use, and the Shareholders undertake to procure that the Company uses, its best endeavours to undertake a QIPO at all times following 10th April 2013 until the date falling on the third anniversary of 10th April 2013; and
(ii) if a Liquidity Event has not occurred within 2 (two) years from 10th April 2013, any holder of the Series O Preference Shares (following the giving of prior written consent of such holders of the Series O Preference Shares holding a simple majority of the total outstanding and issued Series O Preference Shares) shall be entitled to issue a notice in writing to the Company asking the Company to facilitate a Liquidity Event. Upon the issuance of such notice the Company shall use its best efforts to cause a Liquidity Event such that the valuation of the Company is not less than the Post Money Valuation.
Liquidity Events. The Napo Group and the Management Team agree to work towards creating a Liquidity Event, such as one listed in Section 9 (b) below, for the investment of the Investor pursuant to this Agreement within a period of three years from the Effective Date. Napo Group shall bear all expenses for the Liquidity Event.
Liquidity Events. Upon the occurrence of a Liquidity Event, Company shall deliver to NU NU’s pro rata portion of the proceeds of such Liquidity Event, in accordance with the number of Equity Securities held by NU at the time of the Liquidity Event, and, if applicable, the fee described in either 4.1.3(i) or 4.1.3(ii), below, as appropriate.
4.1.3(i) In the event that, at the time of a Liquidity Event as defined under Section 1.9(i-iii or v), NU owns less than one percent (1%) of Company Equity Securities, Company shall pay to NU a fee in an amount equal to the difference between one percent (1.0%) of the value of all Company Equity Securities at the time of such Liquidity Event and the value of NU’s Equity Securities, which difference shall factor in any aggregate consideration and trailing consideration of such Liquidity Event.
Liquidity Events. As additional consideration to the Stockholders who, together with all of their Stockholder Controlled Entities, execute this Amendment Agreement and agree to the extension of the Extended Lock-up Period prior to March 15, 1999, the Company will endeavor to pursue other liquidity alternatives for such Stockholders, market conditions permitting. Any of the Stockholders who elect not to execute this Amendment Agreement prior to March 15, 1999 shall not have any right to participate in any such liquidity alternative or event except for such limited rights that they may have with respect to any registered, underwritten offering commenced by the Company under the piggy-back registration rights provisions of the Amended and Restated Stockholders Agreement.
Liquidity Events. Public Offering may not be completed unless and until the Loan has been repaid in full.
Liquidity Events. Profits and Losses from a Liquidity Event shall be allocated among the Members in proportion to their Percentage Interests after taking into account the Distribution Threshold for each Common Unit that is a Profits Interest Unit.
Liquidity Events. Liquidity Events shall consist of:
(i) consummation of a merger;
(ii) closing of the sale of more than 80% of the issued and outstanding New Common Shares of the Company in a transaction or series of related transactions to a person or a group of persons acting in concert through tender offer or otherwise; or
(iii) provided that the New Senior Notes and the New PIK Notes have been fully paid and discharged, if, but only if, the Company's shareholders rescind the first two sentences of Clause THIRD of the Certification of Incorporation(*), at any time for a period of twenty (20) consecutive trading days thereafter the Present Value of Distributions to Creditors, based upon the mean average closing price of the Creditor Shares during each of such twenty (20) trading days, equals or exceeds the 85% Recovery Threshold.
