IRR Event definition

IRR Event the sale of all or substantially all of the assets of the Corporation and its Subsidiaries (in each case after assumption of all the liabilities of the Corporation or the Subsidiary), on a consolidated basis;
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IRR Event means a transaction constituting a Change in Control, pursuant to which each of the Original Investors attain a 32.5% compounded annual rate of return based on the price per Share paid by the Original Investors at the Closing Date and the price per Share obtained upon the Change in Control, as appropriately adjusted for any Change in Capitalization.
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IRR Event means a transaction constituting a Change in Control, pursuant to which each of the Investors attain a
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Examples of IRR Event in a sentence

  • Upon an IRR Event, the immediately preceding sentence shall not apply, and the Option shall become immediately vested and exercisable with respect to an additional 40% of the total Shares subject to the Option (e.g., if, immediately prior to a Change in Control that would constitute an IRR Event, 40% of the total Shares subject to the Option are vested, then following the Change in Control, 80% of the total Shares subject to the Option will have vested).

  • The rights and obligations of each Stockholder under this Agreement shall terminate as to such Stockholder upon the earliest to occur of (a) the Transfer of all Securities owned by such Stockholder and (b) the consummation of an IRR Event.

  • In addition, in the event any taxing authority challenges the Election in connection with an IRR Event (as that term is defined in the USS Holdings' Stockholders Agreement), the Company's obligation to reimburse the Executive for any increased income tax liability arising from the Election shall be reduced by any corresponding decrease in the Executive's capital gain liability.

  • Notwithstanding anything contained herein to the contrary if, at any time on or after the fourth anniversary of the date hereof, an IRR Event shall not have occurred, the Majority of the Institutional Stockholders shall have the right, at any time, to serve written notice on the Corporation of the desire of the Majority of the Institutional Stockholders to effect a Sale of the Company.

  • Upon an IRR Event, the immediately preceding sentence shall not apply, and the SAR shall become immediately vested and exercisable with respect to an additional 40% of the total Shares subject to the SAR (e.g., if, immediately prior to a Change in Control that would constitute an IRR Event, 40% of the total Shares subject to the SAR are vested, then following the Change in Control, 80% of the total Shares subject to the SAR will have vested).

  • In the event of a 25% IRR Event, each Tranche A Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 25% IRR Event and (ii) a Qualifying Termination within 12 months following the 25% IRR Event.

  • In the event of a 20% IRR Event, 50% of each installment of the Tranche A Options that has not theretofore become Vested Options and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 12 months after the 20% IRR Event and (ii) a Qualifying Termination within 12 months following the 20% IRR Event.


More Definitions of IRR Event

IRR Event means the occurrence of any of the following:
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IRR Event is defined in Section 3.8(c).
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Related to IRR Event

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

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Major Event means an event which is likely to pose a serious risk to public health in relation to medicinal products in more than one Member States. Such an event concerns a deadly threat or otherwise serious threat to health of biological, chemical, environmental or other origin or incident that can affect the supply or quality, safety, and efficacy of medicinal products. Such an event may lead to shortages of medicinal products in more than one Member State and necessitates urgent coordination at Union level in order to ensure a high level of human health protection.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

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

  • XXXX Event means if there are any Mortgaged Properties at any time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including any incremental credit facility hereunder, but excluding (i) any continuation or conversion of Borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit).

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

  • Put Event means the occurrence of:

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

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

  • Barrier Event means that R (final) is lower than the Barrier.

  • Adjustment Event means each of the following events:

  • 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.

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

  • 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.

  • Knock-in Event means (i) the event or occurrence specified as such in the relevant Final Terms; and(ii) (unless otherwise specified in the applicable Final Terms) that the price of the Security or, as the case may be, the level of the Index, determined by the Calculation Agent as of the Knock-in Valuation Time on any Knock-in Determination Day is, as specified in the applicable Final Terms, (i) "greater than", (ii) "greater than or equal to", (iii) "less than" or (iv) "less than or equal to" the Knock-in Price or, as the case may be, the Knock-in Level.

  • 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.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • 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.

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

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

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

  • Specified Cause Event shall have the meaning set forth in the SLDs.