Deemed Winding Up definition

Deemed Winding Up means a liquidation, dissolution or winding up of the Company, which shall be deemed to be occasioned by, or to include, but not be limited to, (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, provided that shares of the surviving or resulting corporation, or of the parent corporation of such surviving or resulting corporation, held by stockholders of the Company acquired by means other than the exchange or conversion of the shares of the Company in such consolidation, merger or reorganization shall not be used in determining if the shares of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted or exchanged for shares which represent, immediately following such merger or consolidation the aforesaid majority but shall be used for determining the total outstanding voting power of the surviving or resulting entity; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company; (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company; or (iv) the exclusive perpetual license of all or substantially all of the Company's intellectual property used in generating all or substantially all of the Company's revenue; provided, however, that a transaction shall not be deemed to be a liquidation, dissolution or winding up if its sole purpose is to change the state of the Company's incorporation.
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Deemed Winding Up means each of the following events: a liquidation, dissolution or winding up of the Corporation shall be deemed to be occasioned by, or to include, (A) any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, provided that that shares of the surviving or resulting corporation, or of the parent corporation of such surviving or resulting corporation, held by stockholders of the Corporation acquired by means other than the exchange or conversion of the shares of the Corporation in such consolidation, merger or reorganization shall not be used in determining if the shares of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted or exchanged for shares which represent, immediately following such merger or consolidation the aforesaid majority but shall be used for determining the total outstanding voting power of the surviving or resulting entity; (B) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation; (C) a sale, lease or other disposition of all or substantially all of the assets of the Corporation; or (D) the exclusive perpetual license of all or substantially all of the Corporation’s intellectual property used in generating all or substantially all of the Corporation’s revenue; provided, however, that a transaction shall not be deemed to by a liquidation, dissolution or winding up if its sole purpose is to change the state of the Corporation’s incorporation.
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Examples of Deemed Winding Up in a sentence

  • Upon the closing of an Initial Public Offering (the “Vesting Date”), this Warrant shall become exercisable and, if this Warrant becomes exercisable, it shall remain exercisable until the earlier of (i) a Deemed Winding Up (as defined below), and (ii) the one (1) year anniversary of the Initial Public Offering (the “Expiration Date”).

  • The provisions of this Section 7 shall expire upon the earlier of (i) the consummation of the Company’s IPO and (ii) a Deemed Winding Up (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended).

Related to Deemed Winding Up

  • Winding-Up dissolution", "insolvency", or "reorganization" in the context of a company or corporation shall have the same meaning as defined in the Companies Act, 1956/ Companies Act, 2013 (as the case may be).

  • dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • 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.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.