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.
(b) If the Actual Value, as determined in accordance with Section 8.6, is less than the Floor Value, then the Electing Member may withdraw its request to exercise its Liquidity Right. After any such withdrawal, the Electing Member who made the withdrawal may not exercise any Liquidity Rights under this Section 8.3 until one full calendar year has elapsed after the determination of the Actual Value unless a separate and distinct Deadlock or Terminable Event occurs during such one year period. If the Actual Value, as determined in accordance with Section 8.6, is equal to or greater than the Floor Value (or is less than the Floor Value but the Electing Member has not withdrawn its request to exercise its Liquidity Right), then either: (i) the Notice Member may elect in its sole discretion to acquire all of the Interests of the Electing Member at the Buyout Price (as defined below), and the Electing Member shall thereafter be bound to consummate such sale at the Buyout Price; or (ii) the Notice Member may elect to proceed with a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with the sale procedures set forth in Section 8.4 (either such Sale transaction described in this item (ii) being referred to as a “Forced Sale”).
(c) If the Notice Member elects to acquire the Interests of the Electing Member as contemplated in subsection (b)(i) above, the...
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").
(b) A Section 10 Seller may initiate an Auction by delivering written notice to the Corporation and each other Investor (the "Section 10 Notice"), which shall (i) contain an offer (the "Section 10 Offer") by the Section 10 Seller to the Corporation to sell all, but not less than all, of the Shares held by the Section 10 Seller to the Corporation or a third party identified by the Corporation for the greater of (a) the liquidation preference of the Shares and (b) Fair Market Value (the "Section 10 Minimum Price") during the Section 10 Option Period (as defined below) and (ii) shall set forth the Section 10 Minimum Price, as determined in accordance with Section 1.7. Each other Investor shall have a period of 10 days after receipt of the Section 10 Offer to notify the Corporation in writing that it also makes a Section 10 Offer on the same terms as the original Section 10
Liquidity Rights. (a) (i) If permitted under the Certificate of Incorporation, the Bylaws, all financing agreements and all other contracts applicable to the Company or any of its Subsidiaries as well as under applicable law, and (ii) if the Board determines in its good faith judgment that the applicable share repurchases and dividends referenced in this Section 7.2 are then in the best interests of the Company and its stockholders, then the Company shall use its Available Cash to repurchase the Management Shares (such repurchases, “Liquidity Purchases”) and to pay dividends in accordance with this Section 7.2 during each Liquidity Window (as defined below). The Board shall make the determination pursuant to the prior sentence within sixty (60) days following January 1 of each calendar year and shall provide notice to all Stockholders as to whether Liquidity Purchases shall be permitted for such calendar year within two (2) days following such determination (the “Notice Date”), which notice shall include the estimated Book Value for such Liquidity Purchases. No Stockholder (or Affiliate thereof, including any Sponsor Investor) or any other Person is required, pursuant to this Agreement or otherwise, to commit, provide or contribute capital to the Company for any purpose, including for the purpose of effecting any such Liquidity Purchases or declaring or paying any dividends.
(b) In order to request a repurchase of any Management Shares during a Liquidity Window, a Management Stockholder must provide written notice to the Company (A) if pursuant to section 7.2.(c)(i), by the beginning of the Liquidity Window, or (B) if pursuant to section 7.2.(c)(iii), within thirty (30) days following the Notice Date (a “Tender Notice”) which Tender Notice shall specify the number of Management Shares (including any shares of Common Stock to be issued upon settlement of restricted stock units or exercise of stock options occurring after the date of his or her Tender Notice and prior to the expiration of the applicable Liquidity Window) that such Management Stockholder elects to have repurchased, up to such Management Stockholder’s Liquidity Cap, in accordance with this Section 7.2. The number of shares so specified in such Management Stockholder’s Tender Notice are referred to herein as the “Tendered Shares”.
(c) During each Liquidity Window, to the extent there is then Available Cash, but subject always to Section 7.2(a), the Company shall:
(i) First, repurchase from any Management Stockho...
Liquidity Rights. 34 Section 4.6
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. 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”).
4.1.1 All Shareholders shall always have the right to include in the tranche of Shares of the Subsequent Offer shares issued by the Company and held by the Shareholders, including existing Shares, to the proportion of their interest in the Company’s capital stock in relation to the total amount of Shares of the Subsequent Offer.
4.1.2 It shall be the Company’s exclusive responsibility, through its Board of Directors, to set the number of shares to be offered in the respective Subsequent Offer, as well as its composition in new shares to be issued, shares issued by the Company and held by the Shareholders, including existing Shares, as well as the date of the Subsequent Offer.
4.2 In case a Subsequent Offer is made, all Shares allocated to sale referring to said offer shall be automatically exempt from this Agreement, exclusively for purposes of sale in the Subsequent Offer, as the case may be. If shares owned by any Shareholder remain unsubscribed after the Subsequent Offer’s settlement, these will automatically be subject to this Agreement as if they had never been made exempt from it.
4.3 Subject to the provisions in the Novo Xxxxxxx Listing Rules, shares issued by the Company and not subject to this Agreement shall be traded on the stock market, organized over-the- counter market or in private operations, regardless of any authorization from or notice to the remaining Shareholders. Likewise, said shares issued by the Company and not subject to this Agreement shall not be used by their holders for purposes of exercise of voting rights provided for in this Agreement, except for the manifestation of vote at Cielo’s General Meetings.
Liquidity Rights. 7.4.1 For the thirty (30) day period beginning on the third, fourth and fifth anniversary of the Closing Date, Externalis shall have the right to deliver an Auction Notice (as defined below), provided it shall have, prior thereto, given written notice (a “Redemption Notice”) to the Company and to CIG, offering the Company or CIG the opportunity to purchase in whole, and not in part, its Shares for a purchase price equal to the fair market value thereof and CIG and the Company shall have declined that offer. Any sale of Shares made pursuant to a Redemption Notice shall not be subject to the requirements of Sections 5.2 or 5.
Liquidity Rights. 14.1 [a] **** - ****. At **** following the **** and **** on the **** following the **** of ****, the **** may **** the **** to **** the ****, of the **** by the ****, at **** [i] the **** accordance **** of ****, or [ii] the **** the **** following the ****. The **** must **** this **** this **** at **** the ****. Upon **** by the **** of the **** of the **** will be **** and **** or **** in ****. [b] **** - ****. At **** the **** and **** on the **** following the **** of ****, the **** may **** the **** to **** the ****, of the **** by the ****, at **** [i] the **** accordance **** of ****, or [ii] the **** the ****. The **** must **** this **** the **** at **** the ****. Upon **** by the **** of the ****, [A] **** that the **** the ****, the **** from the **** and the **** the **** the **** in **** for a **** the **** of such ****; and [B] **** that the **** the **** of the **** by the **** and **** in the ****. [c] **** - ****. At **** of the ****, the **** may **** the **** the ****, of the **** the **** the **** of such ****. The **** must **** to the **** the **** of the ****. Upon the **** of such **** by the **** of the ****, the **** from the **** and the **** the **** of the **** the **** in **** for a **** the **** of such ****. **** CONFIDENTIAL TREATMENT [d] **** - ****. At **** at **** on the **** following the **** following the ****, the **** may **** the **** the ****, of the **** by the ****, at a **** the **** of such ****. The **** this **** the **** the **** of the ****. As a **** the ****, concurrent with the ****, the **** the **** with **** to the **** that the **** have the **** the **** at the time the **** or that the **** has the **** a **** the **** at the **** of such ****. If the **** the **** set forth in this Section 14.1[d], the ****, within ****of the **** any **** that it has to **** the **** pursuant to Section 14.1[a], 14.1[b] or 14.1[c] (in each case including ****, which shall **** the **** set forth in this Section 14.1[d]. [e] **** The **** of **** and **** under this Section 14.1 **** at such **** and **** to such **** in ****.
14.2 [a] ****. At **** the **** following the ****, the **** may **** the ****, of the **** by the ****, at a **** the **** of such ****. The **** this **** the **** this **** at **** following the ****. At the **** the **** the **** of the ****, the **** may **** the ****, of the **** the **** in **** a **** the **** of such Profits Interest Units. [b] ****. At **** the **** following th...
Liquidity Rights. 27 ARTICLE V Termination
Liquidity Rights. (a) At any time from and after the fifth anniversary of the Funding, holders of at least 75% of the then outstanding shares of Series B Preferred Stock and shares of Series C Preferred Stock, considered as a single class, shall have the right to submit a request in writing (a "Liquidity Request") that the Company initiate a Recapitalization. The Company shall complete a Recapitalization, or at its sole election, a Remarketing within 120 days of receipt of a Liquidity Request. The Company shall notify the holders of the Series B Preferred Stock within 30 days of receipt of a Liquidity Request whether it has elected to complete a Recapitalization or a Remarketing. "Recapitalization" means a recapitalization of the Company in which each share of Series B Preferred Stock and Series C Preferred Stock outstanding as of the date of consummation of such transaction shall be reclassified and repaid in an amount equal to or in excess of the Liquidation Value (as defined in the Certificate of Designations relating to the Series B Preferred Stock)then in effect. "Remarketing" shall have the meaning set forth in Section 6(b) of the Certificate of Designations relating to the Series B Preferred Stock and shall be conducted in accordance with the terms of such section; provided that all references therein to the "Redemption Request" shall be deemed to be changed to "Liquidity Request".
