Deemed Liquidity Event definition

Deemed Liquidity Event means (x) a Change of Control (other than from the Transfer of shares of Blocker Stock) or (y) a revaluation of assets pursuant to Section 17.2 immediately preceding the liquidation of the Partnership.
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Deemed Liquidity Event means an initial public offering of Holdings stock or an acquisition or merger where Change of Control occurs.
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Deemed Liquidity Event is defined in Section 11.4.1.
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Examples of Deemed Liquidity Event in a sentence

  • Notwithstanding the foregoing, if such prepayment is made due to the Terms Loans being refinanced by Bank or in connection with a Deemed Liquidity Event the Prepayment Fee shall be waived.

  • In the event of such Corporate Conversion, any vested Incentive Units shall be exchanged for shares in NewCo (such Incentive Units exchangeable at a fair market value equal to the value the holder of such Incentive Units would have received upon a Deemed Liquidity Event) and holders of unvested Incentive Units shall receive restricted stock of NewCo subject to vesting and repurchase provisions, in each case subject to the terms of this Agreement and the Plan.

  • Net Profit or Net Loss realized by any of the Limited Partners upon a Deemed Liquidity Event shall be allocated among the Limited Partners so as to cause the Limited Partners’ Capital Accounts to equal their Liquidating Target Capital Accounts.

  • Upon the occurrence of a Deemed Liquidity Event, a Vested Class D Unit shall be entitled to the Distributions provided for in Section 5.2.2.

  • Prior to the distribution or redemption provided for in this Subsection 11.4.2(b), the Company shall not expend or dissipate the consideration received for such Deemed Liquidity Event, except to discharge expenses incurred in connection with such Deemed Liquidity Event, with winding up the Company or in the ordinary course of business (provided the Company is still conducting business).

  • In the event that, pursuant to any Deemed Liquidity Event, SK Retail Inc.

  • In the event that not all of the Units are to be disposed in connection with a Deemed Liquidity Event, the number of shares of Blocker Stock eligible for inclusion in such disposition shall bear the same proportion to the total number of shares of Blocker Stock held by such Investor Parent as the number of Units subject to the disposition and are held by its Investor Blocker bears to the total number of Units held by such Investor Blocker.

  • In the event of a Deemed Liquidity Event that would not result in the purchase of all outstanding shares of Blocker Stock, the Company shall redeem the Convertible Preferred Units and “gross up” the amount of such redemption payment to account for federal and state income taxes thereon.

  • In the event of a liquidation, dissolution or winding up of the Company or a Deemed Liquidity Event, the Series B Conversion Rights shall terminate at the close of business on the last full day preceding the date of payment in full of amounts distributable on such event to the holders of Series B Convertible Preferred Units.

  • In the event of a liquidation, dissolution or winding up of the Company or a Deemed Liquidity Event, the Series A Conversion Rights shall terminate at the close of business on the last full day preceding the date of payment in full of amounts distributable on such event to the holders of Series A Convertible Preferred Units.


More Definitions of Deemed Liquidity Event

Deemed Liquidity Event means delivery by Borrower to Bank of evidence satisfactory to Bank in its sole and absolute discretion of the occurrence of (a)
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Deemed Liquidity Event means (i) the sale of all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to any Person (other than one of the Members or any Affiliate or Member of the Immediate Family of any Member), (ii) any other transaction, whether by sale of Equity Interests, sale of assets, merger, recapitalization, reorganization or otherwise, pursuant to which one or more Persons (other than one of the Members or any Affiliate or Member of the Immediate Family of any Member) shall directly or indirectly own 50% or more of the voting Units, in each case in a single transaction or series of related transactions or (iii) liquidation of the Company.
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Related to Deemed Liquidity Event

  • Liquidity Event means a Change of Control or an IPO.

  • 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.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

  • Available Liquidity means the credit balance on the DCA decreased by the amount of any processed reservations of liquidity or blocking of funds,

  • Free Liquidity means, at any date of determination, the aggregate of the Cash Balance and any Commitments under this Agreement or any other amounts available for drawing under other revolving or other credit facilities of the NCLC Group, which remain undrawn, could be drawn for general working capital purposes or other general corporate purposes and would not, if drawn, be repayable within six months.

  • 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.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Cash Liquidity means, with respect to any Person, on any date of determination, the sum of (i) unrestricted cash, plus (ii) Available Borrowing Capacity, plus (iii) Cash Equivalents.

  • 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.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • 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.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Sale Event means (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.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Investment Date means the date of the Investment Commitment Closing.

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

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • 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;

  • Valuation Event means an event in which the Company at any time during a Valuation Period takes any of the following actions:

  • Revaluation Event means an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section 5.5(d).

  • Reinvestment Period means 15 months following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback.

  • Applicable Liquidity Rate has the meaning specified in Section 3.07(g).

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Fall Away Event means such time as the Notes shall have an Investment Grade Rating and the Company shall have delivered to the Trustee an Officers’ Certificate certifying that the foregoing condition has been satisfied.