Liquidity Events definition

Liquidity Events means (i) any transaction or event identified in Section 9.6(a)(i) or Section 9.6(a)(ii) or (ii) an IPO that was initiated by either the Emdeon Parties or the Purchaser Member Parties pursuant to Article VIII hereof.
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Liquidity Events means (i) a Public Offering, or (ii) the sale or other disposition of all or substantially all of the assets of Kinex or Kinex US, or (iii) any consolidation or merger of Kinex or Kinex US with or into any other person, in such a way that under (i), (ii) or (iii) the holders of shares or other equity securities of Kinex or Kinex US shall be entitled to receive cash or a class of equity securities that are publicly traded on a nationally recognized stock exchange in any jurisdiction or any combination thereof.
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Examples of Liquidity Events in a sentence

  • The provisions of this Section 7 shall similarly apply to successive Liquidity Events.

  • Liquidity Event "Liquidity Event(s)" means an IPO of the Company such that shares trade on a public exchange, or the sale of all or substantially all assets or common stock of the Company to an unaffiliated third party.

  • For avoidance of doubt, the Liquidity Event payment will be payable once regardless of whether Dermira or its successors undergo multiple Liquidity Events.

  • Liquidity Events involve the sale of the Asset or the sale or refinancing of any property directly or indirectly owned by Borrower or any other capital event which result in cash distributions to Borrower pursuant to its ownership rights related to the Asset.

  • Liquidity Events may provide for an ongoing series of redemptions as more specifically set out herein.

  • After all Share Liquidity Events are cured and are no longer continuing, Dividends shall once again accumulate at a Dividend Rate of 8.0% per annum, provided that the curing of a Share Liquidity Event shall not effect the Company's obligation for Dividends at the Share Liquidity Event Dividend Rate for Dividends which have accumulated during the Share Liquidity Event Period.

  • Effective as of the Transfer Date, Article 8.1 and Article 8.2 of the Shareholders Agreement, entitling BioGeneration to a preferred return in case of a Liquidity Event (and a claw back in the event of certain Liquidity Events), is herewith cancelled.

  • Situations as described in Sections 1.5, 1.6, 1.7 and 4.2 are individually and collectively referred to as "Liquidity Event(s)".

  • In all other Liquidity Events, upon completion of the distribution required by Section 3(a)(1) above the remaining assets of the Corporation available for distribution to stockholders shall be distributed to the holders of the Preferred Stock (other than the Series E Preferred), in accordance with the respective Certificates of Designation of Powers, Preferences and Rights of such series of Preferred Stock, or the Certificate of Incorporation, as amended, as applicable.

  • The Manager’s business model anticipates a series of Liquidity Events on one or more Properties of the Fund within a five to seven year time frame from any particular investment by a Preferred Member.


More Definitions of Liquidity Events

Liquidity Events means (i) a firmly underwritten public offering and listing of
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Liquidity Events. Capital Transactions, sales or exchanges or other dispositions of property, the expiration of the Average Payback Period, or the periodic accumulation of excess cash from operations above the required reserves determined by the Manager.
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Liquidity Events has the meaning set forth in Section 2.10.
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Liquidity Events a Liquidity Event shall occur. 8.2.
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Liquidity Events means an IPO of the Company such that shares trade on a public exchange, or the sale of all or substantially all assets or common stock of the Company to an unaffiliated third party. Dividends Option Holder shall receive dividends (if declared and paid) as if he held the number of shares issuable upon exercise of the Options. Rights of Holder Option Holder will receive (as to shares acquired through exercise of options) tag-along rights related to any sale of shares by the Company’s Primary Shareholder. Rights of Primary Shareholder Option Holder shall give drag-along rights to the Primary Shareholder as to shares acquired through exercise of options. Alternate Liquidity Mechanism The intent of the Company and the Option Holder is to allow the Option Holder to gain liquidity for all Option shares. Absent a Liquidity Event, the Company will provide Option Holder with an alternate mechanism for gaining liquidity. In general, such Alternate Liquidity Mechanism (“ALM”) will allow holder to liquidate his holdings at Fair Value, over a three to five year period, and will be available beginning in 2007. In general, the Option Holder may determine the timing of sales under the ALM, but the Company will be able to reasonably alter the timing of payments to manage liquidity and maintain good business practices. “Fair Value” of the Company’s shares shall be determined based on the trading values of a comparable group of public companies as determined by an independent third party selected by the Option Holder and the Company or as agreed by the Option Holder and the Company. The aggregate value discount for various factors including illiquidity, private company status and minority ownership shall not exceed 15%. Cashless Exercise Options may be exercised on a cashless basis with the holder receiving the appropriate “net value” in either cash or shares. If the holder receives shares, they will be governed by the provisions set out in the Option Agreement. Other Standard provisions limiting transfer of shares (but permitting certain transfers to family members), allowing Company to repurchase shares at Fair Value, anti-dilution protection and granting lock-up related to public offering of securities.
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Related to Liquidity Events

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

  • 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.

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

  • 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.

  • Sequential Pay Event means any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default; provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Note B Holder (unless a Control Appraisal Period has occurred and is continuing) in accordance with Section 11) and shall not be deemed to exist to the extent the Note B Holder is exercising its cure rights under Section 11.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • Non-Viability Event means the earlier of:

  • Specified Equity Contribution has the meaning specified in Section 8.04.

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

  • Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or 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 the surviving or resulting corporation or 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 (ii) 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 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.

  • 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.

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

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

  • Repricing Event means (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the 2015 Term Loans with the proceeds of, or any conversion of 2015 Term Loans into, any new or replacement Class of, or new facility of, syndicated term loans by the Borrower in the principal amount of the 2015 Term Loans prepaid, repaid, refinanced, substituted, replaced or converted and secured by the Collateral (including Replacement Term Loans or other term loans under this Agreement) having an “effective yield,” determined by the Administrative Agent in consultation with the Borrower (taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over four years) paid to the lenders providing such Indebtedness, but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such term loans in their capacities as lenders or holders of such term loans), less than the “effective yield” applicable to the 2015 Term Loans being prepaid, repaid, refinanced, substituted, replaced or converted (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment to this Agreement (including pursuant to a Replacement Term Loan or other term loans under this Agreement) to the 2015 Term Loans or any tranche thereof which reduces the “effective yield” applicable to such 2015 Term Loans (as determined on the same basis as provided in clause (a)), in each case only if the primary purpose of such prepayment, repayment, substitution, replacement or amendment was to reduce the “effective yield” applicable to such 2015 Term Loans.

  • 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.

  • Security Event means an immediately reportable subset of security incidents which incident would include:

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

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

  • Vesting Event means the earliest to occur of the following events:

  • Triggering Events means each of the following events: