Final Exit Event definition

Final Exit Event means the Exit Event following which the Funds and the Investors no longer retain any direct or indirect participating equity interest in CHC.
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Final Exit Event means: (a) a dissolution or liquidation of the Company under Article 8; (b) the consolidation, reorganization, merger or any other similar transaction involving the Company and any other Person and in which Interests are changed into or exchanged for cash, securities or other property, other than any such transaction in which both (i) (A) the outstanding Interests are changed into or exchanged for securities of the surviving Person or its parent and (B) the holders of the Interests immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding securities of the surviving Person or its parent immediately after such transaction and (ii) (A) the outstanding Interests with voting rights under this Agreement are changed into or exchanged for securities of the surviving Person or its parent and (B) the holders of such Interests immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving Person or its parent immediately after such transaction; (c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company’s and its Subsidiaries’ assets taken as a whole to any other Person promptly followed by a dissolution or liquidation of the Company under Article 8 or (d) the consummation of a Drag-Along Transaction. For the avoidance of doubt, an Initial Public Offering shall not be deemed to be a Final Exit Event.
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Final Exit Event means any of the following (a) the transfer (in one or a series of related transactions) of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to a person or a group of persons acting in concert (other than to a Subsidiary or Subsidiaries of the Company), (b) the transfer (in one or a series of related transactions) of the then-outstanding Units to one person or a group of persons acting in concert resulting in a Person or group of Persons acting in concert, (c) an amalgamation, merger or consolidation of the Company with or into another Person, or (d) a Qualified Public Offering, and in the case of clauses (b) and (c) of the preceding sentence, under circumstances in which immediately following such transaction, a Person or group of Persons acting in concert, other than the Members (as of the date hereof), collectively own a majority in voting power of the then outstanding voting power or equity securities of the surviving or resulting Person or acquirer, as the case may be. In addition, a sale (or multiple related sales) of one or more Subsidiaries of the Company (whether by way of amalgamation, merger, consolidation, reorganization or sale of all or substantially all assets or Equity Interests of such Subsidiary or Subsidiaries), which constitutes all or substantially all of the consolidated assets of the Company shall be deemed to be an Final Exit Event.
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Examples of Final Exit Event in a sentence

  • Later this year, the CERT national office will post a new CERT Train-the-Trainer course and the new CERT program manager course.

  • Unless the Committee provides on or before the Effective Date for a shorter exercise period in the Award Agreement relating to an Option and subject to Section 8 hereof, all or any part of the Options covered by an Award shall be exercisable, from time to time, within the period commencing on the date such Option becomes vested and exercisable and ending on the earlier of (i) the occurrence of the Final Exit Event, and (ii) the tenth (10th) anniversary of the Effective Date.

  • Final Exit Event: shall mean the Exit Event following which the Funds and the Investors no longer retain any direct or indirect participating equity interest in CHC.

  • The amount of provisions is determined taking into account the amounts of outflow of funds calculated on the basis of scenarios of potential settlements of disputable issues and their probability estimated by the Group based on the previous decisions of courts in similar matters and the experience of the Group.The value of provisions for litigations as at 30 September 2019 amounted to PLN 193 129 thousand (PLN 106 321 thousand as at 31 December 2018).

  • For greater certainty, however, no vested Time and - 8 - Performance Option may be exercised unless such exercise is predated by or occurs in conjunction with an Exit Event or Final Exit Event, as the case may be, which results in an Exit Value equal to or in excess of the Equity Investment, as at the time of the applicable Exit Event or Final Exit Event.

  • Adoption by Majority Vote A motion shall be adopted by a majority of the votes cast, a quorum as defined in Rule 27 being present, unless otherwise required by these rules or the laws of North Carolina.

  • Unless otherwise specified in the Award Agreement, Time and Performance Options shall, subject to the Participant’s continued employment with the Company or an Affiliate, vest as set out below upon the satisfaction of time-based vesting criteria, but shall be exercisable only in the event of an Exit Event or Final Exit Event, as the case may be, which results in an Exit Value equal to or in excess of the Equity Investment, as at the time of the applicable Exit Event or Final Exit Event.

  • For greater certainty, should an Option become exercisable upon the occurrence of the Final Exit Event, the Participant shall be given the opportunity to exercise the Option in conjunction with the Final Exit Event.


More Definitions of Final Exit Event

Final Exit Event means the earliest to occur of a merger, consolidation, sale of all or substantially all of the assets of the Company (or, if the Company is a holding company, then of the Company’s subsidiaries) in one or a series of related transactions or sale of all the Interests in the Company to a Third Party Purchaser or a Third Party Offeror.
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Final Exit Event means (a) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated Person; (b) a merger, reorganization or consolidation in which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (c) the sale of all or a majority of the outstanding equity interests in the Company to an unrelated Person whether by Unit exchange or otherwise; or (d) any other transaction or series of transactions in which the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction.
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Final Exit Event means the earlier to occur of a Dissolution Event, merger, consolidation, sale of all or substantially all of the assets of the Company or sale of all the Interests in the Company to a Third-Party Purchaser.
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Final Exit Event means: (a) a dissolution or liquidation of the Company under A rticle 8; (b) the consolidation, reorganization, merger or any other similar transaction involving the Company and any other Person and in which Interests are changed into or exchanged for cash, securities or other property, other thanany such transaction in which both (i) (A) the outstanding Interests are changed into or exchanged for securities of the surviving Person or its parent and (B) the holders of the Interests immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding securities of the surviving Person or its parent immediately after such transaction and (ii) (A) the outstanding Interests with voting rights under this Agreement are changed into orexchanged for securities of the surviving Person or its parent and (B) the holders of such Interests immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving Person or its parent immediately after such transaction; (c) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company’s and its Subsidiaries’ assets taken as a whole to any other Person promptly followed by a dissolution or liquidation of the Company under A rticle 8 or (d) the consummation of a Drag-Along Transaction. For the avoidance of doubt, an Initial Public Offering shall not be deemed to be a Final Exit Event.
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Final Exit Event means: (a) a dissolution or liquidation of the Company or the Owner;
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Final Exit Event means the earliest to occur of an arm’s length merger, consolidation or sale of all or substantially all of the assets of the Company with or to a third party (or, if the Company is a holding company, then of the Company’s subsidiaries) in one or a series of related transactions or sale of all the Class A Interests, Class C Interests, and Class D Interests in the Company to a Third Party Purchaser or a Third Party Offeror.
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Related to Final Exit Event

  • Exit Event means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

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

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

  • 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:

  • Put Event means the occurrence of any of the following:

  • 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.

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

  • Credit Event Amount With respect to each Payment Date, the aggregate amount of the Credit Event UPBs of all Credit Event Reference Obligations for the related Reporting Period.

  • Public event means any event that can be attended by the

  • Replacement Event shall have the meaning specified in Section 11.16.

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

  • Equity Event is the receipt by Borrower, on or after March 6, 2018 and on or prior to June 30, 2018, of unrestricted net cash proceeds of not less than Thirty Million Dollars ($30,000,000.00) from (i) the issuance and sale by Borrower of its unsecured subordinated convertible debt and/or equity securities and/or (ii) “up front” or milestone payments in connection with a joint venture, collaboration or other partnering transaction.

  • Holding Limit Event means, assuming the investor is the Issuer and/or any of its affiliates, the Issuer together with its affiliates, in aggregate hold, an interest in the Underlying Stock, constituting or likely to constitute (directly or indirectly) ownership, control or the power to vote a percentage of any class of voting securities of the Underlying Stock, of the Underlying Stock in excess of a percentage permitted or advisable, as determined by the Issuer, for the purpose of its compliance with the Bank Holding Company Act of 1956 as amended by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule), including any requests, regulations, rules, guidelines or directives made by the relevant governmental authority under, or issued by the relevant governmental authority in connection with, such statutes.

  • Significant Event means any Amortization Event or Event of Default.

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

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

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Optional Exchange Date means any date on which Underlying Securities subject to Optional Exchange are distributed to a Certificateholder.

  • 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.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Extraordinary Event means any event, circumstance or cause which Royal Bank determines has or will have a material adverse effect on the ability of Royal Bank to perform its obligations under the Notes or to hedge its position in respect of its obligation to make payment of amounts owing thereunder, including as a result of any of Royal Bank’s internal policies, and more specifically includes a Market Disruption Event in respect of any Share or Hedging Event.