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

  • Investor shall be entitled to a monthly return on the Net Operating Cash Flow of the Company or distributions upon a Liquidity Events (as those terms are defined in the Operating Agreement), pro rata to Investor’s Membership Interest.

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


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 a Liquidity Event shall occur. 8.2.
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Liquidity Events has the meaning set forth in Section 2.10.
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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.

  • 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 a Curing Noteholder in accordance with Section 11) and shall not be deemed to exist to the extent any Curing Noteholder is exercising its cure rights under Section 11 or the default that led to the occurrence of such Sequential Pay Event has otherwise been cured or waived.

  • 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.

  • 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.

  • 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.

  • 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 Revolving 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 repayment, prepayment or repurchase of all or a portion of the Initial Term Loans with the proceeds of, or any conversion of all or any portion of the Initial Term Loans into, any new or replacement Indebtedness bearing interest with an All-in Yield (as reasonably determined by the Administrative Agent in consultation with the Parent and taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years), but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such Indebtedness in their capacities as lenders or holders of such Indebtedness) less than the All-in Yield applicable to the Initial Term Loans (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment (including pursuant to a replacement term loan) to the Initial Term Loans or any tranche thereof, in each case of clauses (a) and (b) above, if the primary purpose of such repayment, prepayment or repurchase (as reasonably determined by the Administrative Agent in consultation with the Parent) is to lower the All-in Yield applicable to the Initial Term Loans that are repaid, prepaid or repurchased using the proceeds thereof (as determined on the same basis as provided in clause (a)). It is understood that “Repricing Events” shall not include any repayment, prepayment or refinancing of all or a portion of the Initial Term Loans in connection with a Change of Control or a Specified Acquisition (as defined below). It is understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such amendment pursuant to Section 2.19(c)).

  • 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.

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

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

  • Triggering Events means each of the following events: