Liquidity Transaction Sample Clauses

Liquidity Transaction. At any time following the fifth (5th) anniversary of the Effective Date, if the Company has not had an Initial Public Offering or Change of Control, (a) the WP Member, shall have the right, but not the obligation, to deliver a written notice to the Company (a “Liquidity Request”) directing the Company to commence a process to effect a transaction that, if consummated, would result in an Initial Public Offering or Change of Control (a “Liquidity Transaction”), including by engaging, underwriter(s), at the Company’s sole expense, an investment bank and such other advisors as reasonably acceptable to the Company to represent the Company with respect to such Liquidity Transaction, and (b) the Company and each Member hereby agrees that, upon receipt of such notice, it shall use its commercially reasonable efforts to reasonably cooperate in connection therewith and take such actions with respect thereto as the WP Member shall reasonably request, including identifying any interested parties, making diligence materials available and negotiating and executing the definitive documents with a party selected by the WP Member on such terms and conditions as the WP Member shall determine preparing a registration statement, purchase agreement or such other documents as the WP Member may reasonably request in furtherance of such transaction, and to the extent applicable, cooperating in good faith to provide transitional services as may be required by such third party purchaser; provided, however, that the Company shall have a right of first offer to acquire the Units of the WP Member for cash consideration prior to commencing a process to effect a Liquidity Transaction (a “Company Offer”). A Company Offer must be delivered within thirty (30) days following the receipt from the WP Member of such Liquidity Request (a “Company Offer Period”) and must set forth the proposed purchase price in cash consideration and other material terms and conditions of the Company Offer. WP Member shall accept or reject the Company Offer by written notice within twenty (20) days following receipt of such Company Offer; provided that failure to accept or reject a Company Offer within such twenty (20) day period shall be deemed a rejection of the Company Offer. The purchase contemplated by the Company Offer must be consummated within thirty (30) days after the delivery of the WP Member’s acceptance. If (i) no Company Offer is made by the end of the Company Offer Period, (ii) if a Company Offer ...
Sample 1
AutoNDA by SimpleDocs
Liquidity Transaction. On or before March 31, 2014, Xxxxx shall have (i) completed one or more transactions (consisting of asset sales, issuances of equity or Subordinated Debt or other transactions satisfactory to the Required Banks) sufficient to raise at least $50 million in cash not arising from operating activities, and applied such cash to prepay the Term Loans, or (ii) have entered into definitive agreements to complete such transactions on or before May 31, 2014, and completed such transactions and applied such cash to prepay the Term Loans on or before May 31, 2014; provided, however, that this requirement will not be deemed to be a consent by the Lenders to any transaction that would otherwise be restricted by the terms of the Loan Documents.
Sample 1
Liquidity Transaction 
Sample 1

Related to Liquidity Transaction

  • Treasury Transactions No Obligor shall (and the Company will procure that no other member of the Group will) enter into any Treasury Transaction, other than:

  • Equity Transfer 1.1 Party B and Party C agree to transfer the Equity to Party A, and Party A agrees to acquire such Equity. Upon completion of the Equity Transfer, Party A shall hold 100% of the Equity.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Extraordinary Transactions Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

Time is Money Join Law Insider Premium to draft better contracts faster.