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 means the period triggered by dissolution during which the limited liability company ceases to carry on business, except to the extent necessary for concluding affairs, and disposing of assets under section 10-32.1-51.

  • 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.

  • 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.

  • Dissolution Date means, as the case may be:

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.

  • Qualified withdrawal means a withdrawal from an account to pay the qualified disability expenses of the designated beneficiary of the account.

  • Terminated Without Cause means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • winding-up proceedings means collective proceedings involving realisation of the assets and distribution of the proceeds among the creditors, shareholders or members as appropriate, which involve any intervention by administrative or judicial authorities, including where the collective proceedings are terminated by a composition or other analogous measure, whether or not they are founded on insolvency or are voluntary or compulsory;

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • 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.

  • Nonqualified withdrawal means a withdrawal from an account that is not:

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • 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.

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.

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

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.

  • Associated With a Person means to, directly or indirectly, own, manage, operate, join, finance, control, be employed by, receive remuneration from, participate in, consult with, or be connected in any manner with the ownership, management, financing, operation or control of or be connected as an officer, director, employee, partner, member, manager, trustee, principal, agent, representative, consultant, contractor, or otherwise, or use or expressly permit his name or any one or more of his or its tradenames to be used, in connection with such Person. The foregoing shall not include the beneficial ownership solely as an unaffiliated, passive investor of less than five percent (5%) of any class of securities of any business, firm or entity having a class of equity securities actively traded on a national securities exchange, automated quotation system or over-the-counter market.

  • Coordinated with means that goods or services provided for the benefit of a

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

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;