Liquidity Right Sample Clauses
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Liquidity Right. 1. For a period of six (6) months after the earlier of (i) the eighth (8th) anniversary of the date hereof, (ii) the second (2nd) anniversary of the effective date of a D▇▇▇▇ Media IPO or (iii) the closing of a D▇▇▇▇ Media Sale Transaction, the Firm will have the right to require the Company to repurchase all or any portion of the Firm’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives the Put Notice hereinafter is referred to as the “Put Delivery Date”.
2. The Company shall be obligated to purchase all of the Firm’s Common Units or other Membership Interests in the Company requested to be repurchased by the Firm in the Put Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), at a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and the Firm, which date shall not be prior to thirty (30) days after the Put Delivery Date. At the Put Closing, (i) the Firm shall (A) endorse and deliver any certificates representing the Put Securities held by the Firm to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that the Firm has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) the Manager shall deliver to the Firm a promissory note issued by the Company (a “Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, the Firm and the Manager shall in good faith negotiate the terms and conditions of the Put Note; provided, however, that such Put Note will (i) be unsecured, (ii) be for a term of three years with level payments of principal and interest during the term thereof, (iii) bear interest at a rate equal to the then prevailing prime rate plus two percent (2%) and (iv) be subject to the terms and conditions of any subordination agreement requested by the Senior Agent and the Senior Lenders.
Liquidity Right. (a) Prior to a Public Offering, as long as this Agreement shall remain in effect, if ▇▇▇▇▇▇ ▇. ▇▇▇▇ ceases to serve as Chairman or Chief Executive Officer of the Company or the Parent, or the employment with the Company of any of ▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇ (together with ▇▇▇▇▇▇ ▇. ▇▇▇▇, the "▇▇▇▇ Employees") ceases for any reason (including, but not -------------- limited to, a cessation under the circumstances set forth in Section 3.11(b) hereof) (a "Liquidity Event"), then such ▇▇▇▇ Employee, such ▇▇▇▇ --------------- Employee's executor or estate, or the trustees of the ▇▇▇▇ Family Trust or the ▇▇▇▇▇ ▇▇▇▇ Trust shall have the right, subject to the provisions of Section 3.12 hereof, at any time, upon at least four business days' written notice, following the date of the cessation of the employment of such ▇▇▇▇ Employee, to sell to the Parent (or, at the option of such ▇▇▇▇ 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 ▇▇▇▇ 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 3.12 hereof), all or part of the shares of Common Stock beneficially owned by such ▇▇▇▇ Employee (or held by a trust of which such ▇▇▇▇ Employee is a beneficiary) at a purchase price equal to the product of (x) the total number of shares of Common Stock 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 12- -------- ------- month period, the Parent and the Company shall not, in the aggregate, be required to purchase pursuant to this Section 3.11(a) from all ▇▇▇▇ Employees, in the aggregate, a number of shares of Common Stock 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 ▇▇▇▇ Employees during such 12-month period pursuant to Sections 3.10 and 3.11(b).
(b) Prior to a Public Offering, as long as this Agreement shall remain in effect, in the event that any of the ▇▇▇▇ 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 ▇▇▇▇ Employee, such ▇▇▇▇ Employee's executor or estate, or the truste...
Liquidity Right. 33 SECTION 9.14 Certain Limitations on the Parent's Obligations to Purchase Shares.......................................34 ARTICLE X
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as CEO of Generex, ____________.
Liquidity Right. For purposes this Section 3, “Founders” means ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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).
Liquidity Right. 32 Page ---- ARTICLE X
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as CEO of Purchaser.
Liquidity Right. (a) From and after the thirty-sixth (36th) month anniversary of the date hereof, so long as no Liquidity Right Cessation Event has occurred, Attollo shall have the right, but not the obligation, to exchange a portion of its Interest for OP Units in accordance with this Section 9.7 (the “Liquidity Right”). Within thirty (30) days after each of (I) the thirty-sixth (36th) month anniversary of the date hereof and (II) each anniversary thereafter, Attollo may request, by written notice to the Manager (a “Liquidity Information Request”), valuation information relating to such liquidity right. Upon receipt of a Liquidity Information Request, the Manager will deliver to Attollo (A) the most recent Net Asset Value (and, if a Special Termination For Cause has occurred, the Net Asset Value as of the date of such Special Termination For Cause), (B) Attollo’s estimated Hypothetical Distributions based on such Net Asset Value(s) (excluding Promote Distributions and/or any Distributions that would be made pursuant to Sections 6.4(a)(i) or 6.4(a)(ii)), (C) the most recent publicly reported net asset value of SDREIT Parent, and (D) the estimated price per OP Unit at which OP Units would be issued pursuant to this Section 9.7 (based on the net asset value of SDREIT Parent) if Attollo delivers a Liquidity Notice. If Attollo does not deliver a Liquidity Information Request within such thirty (30) day period, it will be deemed to waive its Liquidity Right until the next anniversary of the date hereof, except that Attollo shall not be required to send a Liquidity Information Request if the most recent anniversary is a Quinquennial Date.
(b) Attollo shall have the right to exercise the Liquidity Right by written notice to the Manager (a “Liquidity Notice”) delivered at any time during the ninety (90) day period commencing on the date the Manager delivers the valuation information described in Section 9.7(a) (the “Exercise Period”); provided that the Exercise Period following a Quinquennial Date shall commence upon A▇▇▇▇▇▇’s waiver (or deemed waiver) of its right to make a Crystallization Election or the finalization of the Members’ new Percentage Interests following a Crystallization Election. If Attollo does not deliver a Liquidity Notice by the expiration of the Exercise Period, it will be deemed to waive its Liquidity Right until the next anniversary of the date hereof. Any Liquidity Notice must include the dollar value of the partial Interest that Attollo desires to exchang...
Liquidity Right