Sponsor Liquidity Event Sample Clauses

Sponsor Liquidity Event. 17 Section 12. Assignment of Rights; Representations on Sale.........................................17 Section 13. Equity Issuances......................................................................18 Section 14. Transfers in Violation of Agreement...................................................18 Section 15. New Employee Stockholders.............................................................18
Sample 1
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Sponsor Liquidity Event. All transfers by SG shall be subject to Section 11.
Sample 1
Sponsor Liquidity Event. The Stockholders agree that, in the event of a sale (whether by merger, consolidation, sale of all or substantially all of the Company's assets, sale of any outstanding voting securities or otherwise) of Common Stock by Greenwich or SG to an Independent Third Party (other than one or more sales, each one of up to 250 shares of Common Stock, to Employee Stockholders) or any other event with respect to which Greenwich or SG would be entitled to receive liquidating distributions with respect to Common Stock held by either of them (whether as a result of an Approved Sale or otherwise) (a "SPONSOR LIQUIDITY EVENT"), any Sponsor Liquidity Event shall be structured in such a way that the Preference Holders are entitled to sell all of their shares of Preference Stock which are not converted into Common Stock by the Company pursuant to the Certificate of Designation at or prior to such Sponsor Liquidity Event for cash for an amount equal to the cash Redemption Price as of the date of the Sponsor Liquidity Event (including any applicable Early Redemption Premium (as defined in the Certificate of Designation)). In calculating the Redemption Price for purposes of the preceding sentence, the Future Warrants component of the Base Redemption Amount, if any, shall be converted into cash in an amount equal to the Redemption Value (as defined in the Certificate of Designation) of the shares of Common Stock issuable upon exercise of the Future Warrants. Neither Greenwich nor SG may receive any distribution in respect of Common Stock as a result of a Sponsor Liquidity Event unless and until the holders of Preference Stock receive payment in full in cash of the Redemption Price (including any applicable Early Redemption Premium) then payable for the Preference Stock held by such holders of Preference Stock, or until such shares of Preference Stock have been converted pursuant to paragraph (g) of the Certificate of Designation.
Sample 1

Related to Sponsor Liquidity Event

  • Liquidity Event The term “Liquidity Event” shall include, but shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the Corporation’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration.

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • 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.

  • Cash Liquidation 7 Certificate...................................................................7

  • 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.

  • Liquidation Event 22- Liquidation Proceeds................................................................-22- Loan-to-Value Ratio.................................................................-22-

  • 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.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Consolidation, Merger, Purchase or Sale of Assets, etc The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:

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