Liquidity Right Sample Clauses

Liquidity Right. (a) Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(b). (b) In the event the Crimson Transaction Documents are terminated, then, during the 15 day period following the later of (i) the date of such termination and (ii) January 1, 2011, Seller shall have the right to deliver a “Special Registration Notice” as defined in and in accordance with the Liquidity Rights Agreement (other than the requirement that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Notice, (ii) the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and (iii) the registration milestones set forth in clauses (i) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, to the same qualifications on such timing obligation as would apply under the Liquidity Rights Agreement in the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and...
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Liquidity Right. 33 SECTION 9.14 Certain Limitations on the Parent's Obligations to Purchase Shares.......................................34 ARTICLE X
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Liquidity Right. (a) Prior to a Public Offering, as long as this Agreement or the Stockholders' Agreement shall remain in effect, if Xxxxxx X. Xxxx ceases to serve as Chairman or Chief Executive Officer of the Company or Parent or the employment with the Company of any of Xxxxx Xxxx or Xxxxx X. Xxxx (together with Xxxxxx X. Xxxx, the "Xxxx Employees") ceases for any reason (including, but not -------------- limited to, a cessation under the circumstances set forth in Section 9.13(b) hereof) (a "Liquidity Event"), then such Xxxx Employee, such Xxxx Employee's --------------- executor or estate, or the trustees of the Xxxx Family Trust or the Xxxxx Xxxx Trust shall have the right, subject to the provisions of Section 9.14 hereof, at any time, upon at least four business days' written notice, following the date of the cessation of the employment of such Xxxx Employee, to sell to the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons), and the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) shall be required to purchase (subject to the provisions of Section 9.14 hereof), all or part of the Allocated Shares allocated to such Xxxx Employee (or allocated to a trust of which such Xxxx Employee is a beneficiary) at a purchase price equal to the product of (x) the total number of Shares being sold and (y) a price per share equal to the Fair Market Value as of the date of the Liquidity Notice (as defined below); provided, however, that during any twelve month period, the -------- ------- Parent and the Company shall not, in the aggregate, be required to purchase pursuant to this Section 9.13 (a) from all Xxxx Employees, in the aggregate, a number of Shares having an aggregate Fair Market Value that exceeds $5 million less the amount of net proceeds received in respect of all shares sold by the Xxxx Employees during such twelve-month period pursuant to Section 9.9 and 9.13(b). (b) Prior to a Public Offering, as long as this Agreement or the Stockholders' Agreement shall remain in effect, in the event that any of the Xxxx Employees is terminated by the Parent or the Company without "Cause" or resigns from the Parent and the Company for "Good Reason", as such terms are defined in their current respective employment contracts with the Company, then such Xxxx Employee, such Xxxx Employee's executor or ...
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Liquidity Right. For purposes this Section 3, “Founders” means Xxxxxx, Xxxxxx and Xxxxxxx, and any rights of “Founders” shall be exercised by consent of the Founders holding a majority of shares of the capital stock of the Corporation owned by the Founders collectively. Founders or their designees shall have the right to compel Generex to take reasonable actions to undertake, or assist Corporation in undertaking, the following transaction or liquidity event, approved by the Corporation’s Board and consented to by a majority of the Corporation’s shareholders voting by class (common and preferred): (i) an initial public offering of Regentys Corporation common stock followed by listing on a recognized national exchange, provided Regentys had annual revenues in most recently completed fiscal year of $100 million or more OR (ii) the purchase by a third party of substantially all of the stock or assets of the Corporation, or a merger or similar business combination with or by a third party, provided the valuation of the Corporation in such transaction is at least $300 million. In the event Xxxxxx Xxxxxxx is no longer CEO of Generex, the Founders shall have the right, exercisable by notice to Generex and the Corporation’s Board within three months after the last date that Xxxxxx Xxxxxxx is CEO, to compel Generex to take such actions or assistance whether or not the Corporation has the revenues or the transaction would result in the valuation specified in subparagraphs (i) and (ii).
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Liquidity Right. Founders or their designees shall have the right to compel Purchaser to undertake a transaction or liquidity event as approved by the Board and consented to by a majority of the Corporation shareholders voting by class (common and preferred) (1) where such transaction shall result in: (a) an initial public offering of Regentys Corporation on a recognized national exchange with a FMV or revenues of $100M or more OR (b) a purchase of substantially all of the stock or assets of Corporation - or a related business combination with or by a third party - with at least 3X return on the Corporation FMV (as of closing date approx. $30M) (subject to share adjustments, etc.) OR (2) upon the departure of Xxxxxx Xxxxxxx as CEO of Purchaser.
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Liquidity Right. The Founders, or their Permitted Transferees, holding a majority of the outstanding common stock held by Founders and Founders’ Permitted Transferees (assuming conversion of all preferred stock and other securities convertible into common stock) shall have the right, upon written notice to Generex, to requiredGenerex to permit or undertake a Corporation Liquidity Event. “Founders” means Xxxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxx and _________. “Corporation Liquidity Event” means one of the following approved by the Board and consented to by a majority of the holders of each class of the Corporation’s outstanding capital stock, voting by class: (a) an initial public offering of Regentys Corporation common stock followed by listing on a recognized national exchange, provided that either (i) the market value of the aggregate outstanding common stock after the initial public offering, assuming the shares are valued at the initial public offering price, is at least $100 million, of the Corporations net revenues, determine under GAAP, were $100 million or more in its most recent fiscal year OR (b) a purchase of substantially all of the stock or assets of Corporation by Generex, or merger or similar business combination with or by an unrelated third party, in which the Shareholder will each at least an amount equal to three times the Company’s fair market value [as of when?]. In addition, upon the departure of Xxxxxx Xxxxxxx as CEO of Generex, ____________.
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Liquidity Right. 32 Page ---- ARTICLE X
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Liquidity Right 
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Related to Liquidity Right

  • Liquidity risk The Exchange requires all structured product issuers to appoint a liquidity provider for each individual issue. The role of liquidity providers is to provide two way quotes to facilitate trading of their products. In the event that a liquidity provider defaults or ceases to fulfill its role, investors may not be able to buy or sell the product until a new liquidity provider has been assigned.

  • Liquidity Coverage Ratio The Seller shall not issue any LCR Security.

  • Replacement Note Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Maker or, in the case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and deliver to Holder in lieu thereof, a replacement note dated as of the date of this Note, identical in form and substance to this Note and upon such execution and delivery all references in the Mortgage to this Note shall be deemed to refer to such replacement note.

  • Liquidity Event If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. (i) holders of shares of any series of Preferred Stock issued before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other Safes (collectively, the “ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by the Board in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.

  • Replacement Notes If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

  • REMIC Certificate Maturity Date Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" of the regular interests in the Upper-Tier REMIC, Middle-Tier REMIC and Lower-Tier REMIC is October 25, 2035.

  • New or Successor Letter of Credit Issuer (a) The Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower. The Borrower may replace a Letter of Credit Issuer for any reason upon written notice to the Administrative Agent and the Letter of Credit Issuer. The Borrower may add Letter of Credit Issuers at any time upon notice to the Administrative Agent. If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint from among the Lenders a successor issuer of Letters of Credit or a new Letter of Credit Issuer, as the case may be, or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), another successor or new issuer of Letters of Credit, whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of Credit shall be granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit Issuer” shall mean such successor or such new issuer of Letters of Credit effective upon such appointment. At the time such resignation or replacement shall become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees pursuant to Sections 4.1(c) and 4.1(d). The acceptance of any appointment as a Letter of Credit Issuer hereunder whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit, in a form satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a “Letter of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit being back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer.

  • The Equipment Notes Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes;

  • Securities Owned by Issuer Deemed Not Outstanding In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

  • Servicer May Own Notes or Certificates The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Servicer or an Affiliate thereof, except as otherwise expressly provided herein or in the other Basic Documents. Except as set forth herein or in the other Basic Documents, Notes and Certificates so owned by or pledged to the Servicer or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Notes and Certificates.

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