Company Liquidity Event means, as of any date, the unrestricted cash (for the avoidance of doubt, excluding cash held by captive insurance companies) and revolver loan borrowing capacity under any outstanding credit facilities, in each case, of the Company and its Subsidiaries (on a consolidated basis) being less than the Company Minimum Liquidity Amount as of such date, with such determination to be evidenced by an officer’s certificate of the Company delivered to Liberty, which certificate shall include reasonably detailed supporting information.
Company Liquidity Event means (a) a sale, transfer, assignment or other disposition of Common Stock by one or more Shareholders in a single transaction or series of related transactions following which the Shareholders immediately before such transaction or series of transactions no longer beneficially own, directly or indirectly, immediately following such transaction or series of transactions at least ten percent (10%) of the combined voting power of the outstanding voting securities of the Company; (b) a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued (a “Merger”) in which the Shareholders immediately before such Merger do not beneficially own, directly or indirectly, immediately following such Merger at least ten percent (10%) of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction or any parent of such corporation; or (c) the sale of substantially all of the assets of the Company to one or more Persons (other than the Effective Date Control Shareholder or any of its Affiliates or any Affiliate of the Company).
Company Liquidity Event means (i) any event immediately following which Parent, the Investor Related Parties and their respective Affiliates, directly or indirectly, beneficially own no capital stock of the Company or (ii) the sale of all or substantially all of the assets of the Company to one or more Independent Third Parties.
Examples of Company Liquidity Event in a sentence
In the event of an Company Liquidity Event, Holdings shall promptly provide written notice of the same to the SOFTBANK Entities (the "Liquidity Notice").
Subject to the rights granted to the Independent Committee in Section 5.4(d) hereof, in the event of a Company Liquidity Event on or before September 30, 2003, then Holdings shall purchase (the "Discretionary Call") all of the shares of Common Stock held by the SOFTBANK Entities in exchange for an aggregate consideration of (i) US$125,000 and (ii) 16,667 shares of authorized but unissued shares of the Series E Preferred Stock.
No Liquidity Request may be delivered if the Company has theretofore consummated a Company Liquidity Event or a Qualifying Distribution Transaction, provided, if SRK and the SRK Related Parties are not able to sell their Equity Securities in connection with or following a Qualified IPO without such Transfer(s) being a Prohibited Transfer under clause (z) of the definition of Prohibited Transfer, then a Qualified IPO shall not constitute a Company Liquidity Event.
Company may terminate this Agreement in the event of any Company Liquidity Event after giving ZAGG sixty (60) days’ written notice of such termination.
The holders of CCCPS shall have the option, exercisable at its sole discretion, to fully pay up the Subscription Securities at the earlier of: (i) any time up to 5 (five) years from the date of allotment; or (ii) on occurrence of a Company Liquidity Event.
More Definitions of Company Liquidity Event
Company Liquidity Event means Buyer directly or indirectly (A) sells a majority of the membership interest(s) of the Company or a majority of the assets of the Company Group (whether such sale is structured as a sale of equity, a sale of assets, a merger or otherwise) to a third party purchaser that is not an Affiliate of Buyer or (B) consummates a Terminaling Transaction.
Company Liquidity Event has the meaning set forth in Section 2.5(h)(ii).
Company Liquidity Event means any one of the following events:
(i) a Change of Control of the Buyer, for consideration payable in whole or in substantial part in cash, or
(ii) an initial public offering of the share capital of the Buyer, or
(iii) the merger of the Buyer with or into an inactive corporation that is publicly traded on a United States or European securities exchange (a “Shell Corporation”) or the exchange of 100% of the share capital of the Buyer for a controlling interest in a Shell Corporation, in either case, coupled with a simultaneous cash financing of not less than United States Five Million Dollars (USD $5,000,000), or
(iv) the distribution or dividend of 100% of the share capital of the Buyer owned by the Parent to the stockholders of the Parent, as a result of which the Buyer shall become a corporation that is publicly traded on a United States securities exchange, coupled with a simultaneous cash financing for the Buyer of not less than United States Five Million Dollars (USD $5,000,000).
Company Liquidity Event means any transaction or series of related transactions whereby (a) any Person has become (whether by merger, consolidation, share exchange, sale or transfer of capital stock) the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of the capital stock of the Company representing greater than 50% of the outstanding voting power of the Company or (b) any Person has acquired all, or substantially all, of the assets of the Company and its Subsidiaries determined on a consolidated basis.
Company Liquidity Event has the meaning given in Section 4(a)(ii).
Company Liquidity Event means any of the following: (A) the Company's sale, conveyance or other disposition of all or substantially all of its assets; (B) the acquisition of the Company by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of the Company for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, unless the stockholders of the Company immediately prior to the consummation of such transaction hold at least 50% of the voting power of the surviving corporation as a result of such transaction; (C) the consummation by the Company of a transaction or series of related transactions (which in no event shall include the Formation), including the issuance or sale of voting securities, if the stockholders of the Company immediately prior to such transaction (or, in the case of a series of transactions, the first of such transactions) hold less than 50% of the voting power of the Company immediately after the consummation of such transaction (or, in the case of a series of transactions, the last of such transactions); or (D) any initial underwritten public offering of the Company's common stock.
Company Liquidity Event means the occurrence of any of the following: (a) any liquidation, dissolution, or winding up of Company, (b) the closing of a transaction or series of related transactions in which Company is merged or consolidated into another entity in which the shareholders of Company as at the date hereof own less than a majority in voting power of the securities of the surviving corporation or any parent thereof or (c) the sale, license or disposal of all or substantially all of Company’s assets.