Liquidity Rights. (a) If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “Liquidity Right Threshold”) occurring during the 180 days prior to the Liquidity Right Measurement Date (the “Measurement Period”) and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors shall have the rights, subject to the limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by the Investors on the date of such notice (a “Liquidity Notice”). The Liquidity Notice shall set forth the names of the Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.
Liquidity Rights. (a) Each Member shall have the right (the “Liquidity Right”): (i) from and after the fourth anniversary of the Effective Date; (ii) upon the occurrence of a Deadlock; and (iii) upon the occurrence of a Terminable Event with respect to such Member, exercisable by written notice (the “Liquidity Notice”) to the other Member (the “Notice Member”), to require the Company and/or the Notice Member to purchase all (but not less than all) of its Interests. In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price for the Hotel on an unencumbered basis (the “Floor Value”). Upon receipt of such Liquidity Notice, the Company shall conduct a market test to determine the actual fair market value of the Hotel (the “Actual Value”) in accordance with Section 8.6 hereof.
Liquidity Rights. 34 Section 4.6
Liquidity Rights. 4.1 Subject to market conditions, Shareholders will have the right to request that the Company takes the necessary actions to, observing any occasional lock-up period pursuant to the Novo Xxxxxxx Listing Rules, make a subsequent public offer, that is a public offer for the secondary distribution of shares issued by the Company, including part of the Shares, coordinated by one or more investment banks or other financial institutions and with the Company’s support in the structuring process (“Subsequent Offer”).
Liquidity Rights. (a) Following the fourth anniversary of the date hereof, in the event the Corporation has not completed a Qualified IPO, (i) any of DLJ, GSCP or Providence, or (ii) Tyco, together with one of DLJ, GSCP or Providence (a "Section 10 Seller"), may require the Corporation (provided the Corporation does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Shares held by the Section 10 Seller and its Investor Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the Corporation, whether by means of a sale of all or substantially all of the Shares of the Corporation, a merger, a sale of all or substantially all of the assets of the Corporation, or other business combination transaction to a third party not affiliated with the Investor exercising the Section 10 Offer (the "Acquiror").
Liquidity Rights. Employee shall be eligible to sell the same percentage of any vested equity in any sale transaction as the percentage of Investor Shares that Investors sell in the same transaction and all such sales shall be otherwise fully subject to the terms of the Stockholder Agreement by and among inVentiv Group Holdings, Inc., inVentiv Midco Holdings, Inc., inVentiv Holdings, Inc., inVentiv Acquisition, Inc. and the Investors, Other Investors and Managers Named therein (the “Stockholder Agreement”), a true copy of which is attached as Exhibit E. Any capitalized term under this Section 2(f), not otherwise defined under this Agreement, shall have the meaning provided under the Stockholder Agreement.
Liquidity Rights. (a) Following the [*] anniversary of the date hereof, in the event the Company has not completed a Qualified Public Offering, any Shareholder holding more than 10% of the Common Shares outstanding at such time held by Shareholders (a "Section 4.5 Seller"), may require the Company (provided the Company, by vote of a majority of disinterested Directors, does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Common Shares held by the Section 4.5 Seller and its Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction") a sale of the Company, whether by means of a sale of all or substantially all of the Common Shares of the Company, a merger, a sale of all or substantially all of the assets of the Company, or other business combination transaction to a third party not affiliated with the Shareholder exercising the Section 4.5 Offer (the "Acquiror").
Liquidity Rights. (a) At any time after six (6) years from August 23, 2019, the SL Stockholders shall have the right to demand that the Company (i) effect a Public Offering, (ii) initiate a Sale Transaction or (iii) pursue a “dual-track” process with respect to both a Public Offering and a Sale Transaction (it being understood that the SL Stockholders shall ultimately determine whether to complete a Public Offering or a Sale Transaction).
Liquidity Rights. Except for transfers to affiliates of the Members who remain bound by the terms and conditions of the Operating Agreement, transfers by the Members of their membership interests in the Joint Venture shall be subject to customary rights of first refusal and co-sale rights, as shall be set forth with greater particularity in the Operating Agreement. All such rights shall terminate upon a registered public offering of the Joint Venture’s securities (an “IPO”) or a sale, merger or other change of control of the Joint Venture (a “Change of Control”), or at such time as both of the Members fail to hold at least 10% of the membership interests of the Joint Venture. In addition, following an IPO, and for so long as a Member may not sell all of its equity interests in the Joint Venture within a three-month period pursuant to Rule 144 under the Securities Act of 1933, as amended, the Members shall have unlimited piggyback registration rights and the right to up to two demand registrations (subject to lock-ups and other underwriter requirements).
Liquidity Rights. In the event that the TCC IPO has not occurred by the fifth anniversary of the date hereof and Xxxxxxx Xxxxxxx is no longer employed by TCC or its Affiliates (other than as a result of a Voluntary Termination or Xxxxxxx Xxxxxxx'x election not to renew his Employment Agreement pursuant to paragraph 1 thereof), Doppelt shall have the right, exercisable on one occasion by delivery of written notice to the Company, to require the Company or TCC to repurchase all or any portion of the then- outstanding Management Stock at Fair Market Value. The closing of the purchase of such Management Stock shall take place within 30 days of delivery of such notice, and the Company shall pay the purchase price for such Management Stock in cash in five equal installments payable on the date of closing and the succeeding four anniversaries of such closing date. The portion of such purchase price not paid on the closing date shall bear interest at the rate of prime plus 2.0% per annum until paid.
