Qualified Liquidity Event Sample Clauses

Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, all Restricted Stock Units shall immediately vest, subject to Participant’s continuous Service with the Company through the date of such Qualified Liquidity Event.
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Qualified Liquidity Event. Upon the first occurrence of a Qualified Liquidity Event following the Grant Date, all unvested Restricted Stock Units will vest.
Sample 1
Qualified Liquidity Event. Upon the first occurrence of a Qualified Liquidity Event following the Grant Date, the Restricted Stock Units will become eligible to vest at a time that is earlier than the time provided for in Section 2(a). Such vesting will be based on the multiple of Total Enterprise Value achieved by the Company as of the date of such Qualified Liquidity Event, as determined by the Board. (i) In the event of a Qualified Liquidity Event on or before the second anniversary of the Effective Date where Total Enterprise Value is less than 2X $1,205 million, 50% of the Restricted Stock Units shall fully vest; (ii) In the event of a Qualified Liquidity Event after the second anniversary of the Effective Date where Total Enterprise Value is less than 2X $1,205 million, the Restricted Stock Units shall vest in accordance with the schedule set forth in Section 2(a); and (iii) In the event of a Qualified Liquidity Event at any time following the Effective Date where Total Enterprise Value is equal to or greater than 2X $1,205 million, 100% of the Restricted Stock Units shall fully vest. Any portion of the Restricted Stock Units which have not vested at the time of the first occurrence of a Qualified Liquidity Event following the Grant Date will automatically be forfeited and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto.
Sample 1
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, the Option shall vest in full, subject to Participant’s continuous Service with the Company through the date of such Qualified Liquidity Event.
Sample 1
Qualified Liquidity Event. For purposes of this Agreement, the term “Qualified Liquidity Event” shall have the definition set forth in the Plan, except that 60% shall be deemed to replace 40% in clause (c) of the definition in the Plan. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award (as defined below) is provided to Participant at the time of the Qualified Liquidity Event in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to the Qualified Liquidity Event shall remain outstanding and unvested. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units shall immediately vest, and the date of such Qualified Liquidity Event will be treated as the Vesting Date for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its good faith discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Sample 1
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to such Qualified Liquidity Event shall immediately vest, and the effective date of such Qualified Liquidity Event will be treated as the Vesting Date with respect to such Restricted Stock Units for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Sample 1
Qualified Liquidity Event. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award (as defined below) is provided to Participant in lieu of outstanding Restricted Stock Units, the Replacement Award shall remain outstanding and unvested (and eligible to vest in accordance with its terms). Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to such Qualified Liquidity Event shall immediately vest, and the effective date of such Qualified Liquidity Event will be treated as the Vesting Date with respect to such Restricted Stock Units for purposes of Section 4. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Sample 1
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Qualified Liquidity Event. For purposes of this Agreement, the term “Qualified Liquidity Event” shall have the definition set forth in the Plan, except that 60% shall be deemed to replace 40% in clause (c) of the definition in the Plan. Upon the occurrence of a Qualified Liquidity Event prior to the end of the Performance Period where a Replacement Award (as defined below) is provided to Participant at the time of the Qualified Liquidity Event in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to the Qualified Liquidity Event shall remain outstanding and unvested, but the performance conditions with respect thereto shall be deemed satisfied at the target level of achievement. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units shall immediately vest at the target level of achievement. In either case, all Restricted Stock Units in excess of such target achievement level shall immediately be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto. For the avoidance of doubt, the Restricted Stock Units attributable to the target level of achievement shall be determined by multiplying the number of Restricted Stock Units that remain outstanding and unvested (and, for the avoidance of doubt, which have not been cancelled pursuant to Section 3 hereof) as of immediately prior to the Qualified Liquidity Event by a fraction, the numerator of which is the Target Award, and the denominator of which is the total maximum number of Restricted Stock Units originally granted hereunder, and with the result rounded down to the nearest whole number of Restricted Stock Units. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its good faith discretion, subject to compliance with Section 409A of the Code (“Section 409A”).
Sample 1
Qualified Liquidity Event. Effectuating a Qualified Liquidity Event;
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Related to Qualified Liquidity Event

  • 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.

  • Liquidity Events of Default If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.5(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.

  • Required Payments; Termination Any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

  • Qualified IPO (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Exempt Issuance Notwithstanding the foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3 in respect of an Exempt Issuance.

  • Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.

  • Sale Event A Sale Event shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

  • Proceeds from Shares Sold The Custodian shall receive funds representing cash payments received for Shares issued or sold from time to time by the Funds, and shall promptly credit such funds to the account(s) of the applicable Portfolio(s). The Custodian shall promptly notify each applicable Fund of Custodian's receipt of cash in payment for Shares issued by such Fund by facsimile transmission or in such other manner as the Fund and Custodian may agree in writing. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver all federal funds received by the Custodian in payment for Shares in payment for such investments as may be set forth in such Proper Instructions and at a time agreed upon between the Custodian and the applicable Fund; and (b) make federal funds available to the applicable Fund as of specified times agreed upon from time to time by the applicable Fund and the Custodian, in the amount of checks received in payment for Shares which are deposited to the accounts of each applicable Portfolio.

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