Buyback Event definition

Buyback Event has the meaning set forth in Section 15.3(a) of this Agreement.
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Buyback Event has the meaning set forth in Section 4.1(b).
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Buyback Event means the occurrence of any of the following: (i) One day following a determination by CVC that there is no longer any regulatory impediment to CVC owning shares of Class B Stock; (ii) The effective date of a Demand Sale or any other sale of the Company or all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; (iii) The effective date of any dissolution or liquidation of the Company; (iv) The effective date of any sale, disposition or discontinuance of the Alcohol Business; (v) The effective date of an Initial Public Offering, solely to the extent there is no legal impediment to CVC owning shares of Class B Stock and there is no Violation of Law therefrom; or (vii) A determination by the Board that there has been a Change in Circumstances.
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Examples of Buyback Event in a sentence

  • A Buyback Event will mean the occurrence of many different events as specified in the Rules which will include but is not limited to the Holder experiencing an insolvency related event, termination of employment of a Participant by any member of the Group or a takeover bid of the Company by a person that is recommended by the Board.

  • An Option or Performance Right will also lapse upon either a Participant, or any Eligible Person who nominated that Participant, ceasing to be an employee or a Director, or a Buyback Event occurring in respect of the Participant.

  • Upon the occurrence of a Buyback Event specified in the provision of the applicable Letter of Offer, the Participant must dispose of the Securities as directed by the Company or Plan Committee and otherwise in accordance with the provision of that Letter of Offer.

  • MBI shall have the right, in its sole discretion, subject to WPD’s Right of First Refusal, to terminate this Agreement in whole, or to materially amend the Agreement by removing a portion of the Sublicensed Subject Matter or Sublicensed Territory related to a Buyback Event (defined below), at any time in connection with the completion of any Buyback Event by paying to WPD the Buyback Consideration (defined below).

  • The closing of such Buyback Event shall occur no later than the later of (x) 60 days following the receipt of any regulatory approvals required in connection with such Buyback Right and (y) 60 days following the delivery of a Buyback Notice.

  • The foregoing option shall be exercisable by written notice to such Rollover Securityholders on or before 180 days after the date such Rollover Buyback Event is discovered by the Partnership or the General Partner makes such determination.

  • Section 1.02(a), Section 1.02(c), Section 1.02(d), Section 1.03, Section 1.06, Article II and, solely to the extent the Buyback Event and the closing of CVC’s purchase of the CVC Class B Stock pursuant to Section 4.02 has occurred, Article IV of this Agreement, shall automatically terminate upon the consummation of an Initial Public Offering.

  • On the terms and subject to the conditions of this Article XI, upon the occurrence of a Buyback Event (as defined in Section 11.02 hereof), the Company and, the Buyback Members (as hereinafter defined) shall have the option to purchase ("Buyback") from the Transferor (as defined in Section 11.02 hereof), and the Transferor shall have the obligation to sell, all the Buyback Interest (as defined in Section 11.02) for the Buyback Price (herein defined).

  • If the Transferor fails to deliver a timely Buyback Event Notice, the Company and/or any Buyback Member may send written notice to the Company, the Transferor, all the other Buyback Members, and the Company's attorney, which notice shall recite that the Company and/or Buyback Members, within the past seven (7) days, learned of a specific Buyback Event, which notice for purposes hereof, shall constitute a "Buyback Event Notice".

  • The Transferor shall give the Company and each Buyback Member written notice of the occurrence of a Buyback Event ("Buyback Event Notice") within seven (7) days after the occurrence of the Buyback Event, which notice shall specify the Buyback Event, and, if known, the name of the Person ("Proposed Assignee") who shall own the Buyback Interest if the Buyback is not exercised.


More Definitions of Buyback Event

Buyback Event means the occurrence of any of the following: i. MBI entering into a license or sublicense agreement with an unaffiliated third party pursuant to which such MBI grants such third party a license or sublicense to all or to a material portion of the Sublicensed Subject Matter within all or substantially all of the Sublicensed Territories; ii. MBI, directly or indirectly, in one or more related transactions, effecting any merger or consolidation of MBI with or into another entity; iii. MBI, directly or indirectly, effecting any sale, license, assignment, transfer, conveyance or other disposition of all or to a material portion of its assets in one or a series of related transactions; or iv. MBI, directly or indirectly, in one or more related transactions, consummating a stock or share purchase agreement or other business combination with another entity or group of entities whereby such other entity or group acquires more than 50% of the outstanding shares of MBI common stock.
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Buyback Event means the occurrence of any of the following:
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Buyback Event means a Buyback Event as such term is defined in the Stockholders’ Agreement.
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Buyback Event shall occur upon either of (i) written notice by Stockholder to P.C., with a copy to Omega of an intent not to perform under Section 6.9 of the Employment Agreement, or (ii) written notice to Stockholder from Omega, or from P.C., of nonperformance by Stockholder under Section 6.9 of the Employment Agreement, and the continuation of such nonperformance for a period of thirty (30) days (other than as a result of death or Disability as defined in Section 14.2 of the Employment Agreement of Stockholder, or as a result of a breach by Omega under Section 6.1 or Section 6.3 of the Management Agreement) (the written notices described in (i) and (ii) being hereinafter referred to as the "Buyback Notice").
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Buyback Event means the occurrence of any of the following: i. MBI entering into (or entering into a term sheet with respect to) a license or sublicense agreement, in one or more related transactions within a period of thirty (30) calendar days, with an unaffiliated third party pursuant to which such MBI grants such third party a license or sublicense to all or to a material portion of the Sublicensed Subject Matter within all or substantially all of the Sublicensed Territories; ii. MBI, directly or indirectly, in one or more related transactions within a period of thirty (30) calendar days, effecting (or entering into a term sheet with respect to) any merger or consolidation of MBI with or into another entity; iii. MBI, directly or indirectly, effecting (or entering into a term sheet with respect to) any sale, license, assignment, transfer, conveyance or other disposition of all or to a material portion of its assets , in one or more related transactions within a period of thirty (30) calendar days; or iv. MBI, directly or indirectly, in one or more related transactions within a period of thirty (30) calendar days, consummating a stock or share purchase agreement or other business combination with another entity or group of entities whereby such other entity or group acquires more than 50% of the outstanding shares of MBI common stock.
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Related to Buyback Event

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • XXXX Event means if there are any Mortgaged Properties at any time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including any incremental credit facility hereunder, but excluding (i) any continuation or conversion of Borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit).

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Put Event means the occurrence of:

  • Adjustment Event means each of the following events:

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Reduction Event means any of the following:

  • Major Event means an event which is likely to pose a serious risk to public health in relation to medicinal products in more than one Member States. Such an event concerns a deadly threat or otherwise serious threat to health of biological, chemical, environmental or other origin or incident that can affect the supply or quality, safety, and efficacy of medicinal products. Such an event may lead to shortages of medicinal products in more than one Member State and necessitates urgent coordination at Union level in order to ensure a high level of human health protection.

  • Knock Out Event means the event as defined in §4(4).

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include (a) any action described in or contemplated by the Separation Agreement or any Ancillary Agreement, (b) any action that is undertaken pursuant to the Restructuring or the Distribution, or (c) any compensatory payment or compensatory transfer in respect of services made as a result of, or in connection with, the Restructuring or the Distribution (which shall be treated as paid immediately before the Distribution on the Distribution Date).

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Early Dissolution Event has the meaning specified in Section 9.2.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Delay Event means: (i) a tsunami, flood, cyclone, earthquake, bushfire or other act of nature; (ii) riot, civil commotion, war, invasion or a terrorist act; (iii) an imminent threat of an event in paragraphs (i) or (ii); or (iv) compliance with any lawful direction or order by a Government Agency;

  • Liquidation Event means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

  • Extraordinary Event means a Merger Event, Tender Offer, Nationalisation, Insolvency or Delisting, as the case may be.