Liquidity Right definition

Liquidity Right means the Percentage Purchase Right, the listing of Communication Stock pursuant to Section 1.4 or 1.6, the Dilution Put, the Remainder Put, the Remainder Call and the Expiration Put. If either Publicis or Communication is prohibited under applicable law to sell its shares to True North pursuant to the preceding sentence, then the party not so prohibited shall sell such shares of Communication Stock or other securities to True North pursuant to the preceding sentence. The price per share of Communication Stock to be purchased by True North pursuant to the True North Maintenance Right shall be the per share value of the consideration received by Communication in connection with such Publicis Acquisition. In respect of an event which both gives rise to a Dilution Date and constitutes a Publicis Acquisition, True North must elect between exercising a Percentage Purchase Right under Section 1.5 and exercising a True North Maintenance Right under Section 1.
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Liquidity Right has the meaning set forth in Section 9.7(a).
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Liquidity Right shall have the meaning set forth in Section 5.3.2(a).
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Examples of Liquidity Right in a sentence

  • In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event.

  • Nothing herein shall prevent the Investors from selling Common Stock after the Liquidity Right Measurement date, provided that any sale of Common Stock subject to the Company Right shall proportionately reduce such Company Right.

  • If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.

  • It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”).

  • In the event that True North shall acquire, upon exercise of a Percentage Purchase Right or a True North Maintenance Right, any shares of a class of equity securities other than Communication Stock, such shares shall be includible in any other Liquidity Right (other than the obligation of Communication to list equity securities pursuant to sections 1.4 or 1.6).

  • Prior to exercising a Liquidity Right or a PRRCA Demand Right, Televisa shall deliver written notice to the Strategic Buyer of its intent to sell Shares pursuant to its Liquidity Right or PRRCA Demand Right, as applicable (the “ROFO Notice”).

  • The closing of the purchase of BCP Common Stock and PSIM Common Stock pursuant to the exercise of an Option as provided in Sections 2.1 and 2.2 shall take place on the Exercise Date in the event (a) the Option Price is to be paid wholly in cash or (b) the Option Price is to be paid in part or in whole in Xxxxxx Common Stock and BCP does not exercise the BCP Liquidity Right.

  • Common Stock The closing of the purchase of BCP Common Stock and XXXX Common Stock pursuant to the exercise of an Option as provided in Sections 2.1 and 2.2 shall take place on the Exercise Date in the event (a) the Option Price is to be paid wholly in cash or (b) the Option Price is to be paid in part or in whole in Xxxxxx Common Stock and BCP does not exercise the BCP Liquidity Right.

  • PSC meeting, board is invited to attend for informational purposes.

  • For purposes of this Agreement the term "Liquidity Right" shall mean the Percentage Purchase Right, the listing of Communication Stock pursuant to Section 1.4 or 1.6, the Dilution Put, the Remainder Put, the Remainder Call and the Expiration Put.


More Definitions of Liquidity Right

Liquidity Right has the meaning given to such term in the Liquidity & Exchange Agreement;
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Liquidity Right. After the earlier of (i) 10 years or (ii) six months ---------------- after the acquisition financing is fully repaid (other than by way of recapitalization or refinancing), if the Company has not had an event of liquidity (an Initial Public Offering or a Compelled Sale), the Management shareholders will have an annual right, exercisable by notice prior to October 31 of such year, to sell all or a part of their securities to the Company at a price equal to the Fair Market Value (on the same basis as provided in the Company Call) of such securities, as reasonably determined by the Board of Directors. Payment for securities purchased under the Liquidity Right will be in cash, provided that at the option of the Company up to two-thirds of the purchase price may be paid in the form of a two-year note bearing interest at N.Y. prime rate and amortizable 50% on the first anniversary and the balance on the second anniversary. This note will rank junior to any senior and subordinated debt. The Board of Directors may postpone the Liquidity Right if it determines that repurchase of the securities would materially impair the financial health of the Company or violates any financing agreements of the Company.
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Liquidity Right means the right in the limited liability company agreement of Atlantic Holdings permitting the holders of the Existing Investor Interests to require Atlantic Holdings to purchase for cancellation the Existing Investor Interests;
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Liquidity Right has the meaning given to that term in Section 3.1;
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Related to Liquidity Right

  • liquidity risk means the risk that a position in the portfolio cannot be sold, liquidated or closed out at limited cost in an adequately short time frame and that the ability of the investment service provider to liquidate positions in an individual portfolio in accordance with the contractual requirements of the portfolio management mandate, is thereby compromised;

  • Class B Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Class B Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Downgrade Advance means an Advance made pursuant to Section 2.02(c).

  • Liquidity Advance means a loan, advance, purchase or other similar action made by a Liquidity Provider pursuant to a Liquidity Agreement.

  • Downgrade Drawing has the meaning assigned to such term in Section 3.6(c).

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Condition means an event of immediate termination or suspension as specified in a Liquidity Facility, upon the occurrence of which the Standby Purchaser is not obligated to purchase Multi-Modal Bonds, and, accordingly, such Bonds are not subject to tender for purchase.

  • Liquidity Amount means, as of any date of determination, the sum of (a) the Aggregate Borrowing Availability as of such date and (b) the Unrestricted Cash Amount as of such date.

  • Class A Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Facility “Loan Trustee”, “Long-Term Rating”, “Non-Extended Facility”, “Operative Agreements”, “Participation Agreements”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”, “Series A Equipment Notes”, “Scheduled Payment”, “Short-Term Rating”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Trust Agreement”, “Trustee”, “Underwriters”, “Underwriting Agreement” and “United States”.

  • Replacement Liquidity Facility Responsible Officer", "Scheduled Payment", "Special Payment", "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting Agreement", "United States" and "Written Notice".

  • Applied Downgrade Advance has the meaning assigned to such term in Section 2.06(a).

  • Class A Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Agent means any bank or other financial institution acting as agent for the various Liquidity Providers under each Liquidity Agreement.

  • Liquidity Commitment means, as to each Committed Lender in any Conduit Group, its commitment to such Conduit Group’s Conduit under the Liquidity Agreements, (which shall equal 102% of such Conduit Group’s Percentage of the Aggregate Commitment hereunder).

  • Liquidity Provider has the meaning assigned to such term in the recital of parties to this Agreement.

  • Liquidity Bank means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection with the issuance by such Conduit Lender of Commercial Paper Notes.

  • Liquidity Facility Provider means a Person that is a party to a Liquidity Facility with the Authority with respect to specified Bonds and whose credit rating by each nationally recognized Rating Agency then rating the Class I Bonds is sufficiently high to maintain the then current rating on such Bonds by such Rating Agency or the equivalent of such rating by virtue of guarantees or insurance arrangements.

  • Liquidity Agreement means a liquidity loan agreement, asset purchase agreement or similar agreement entered into by a Conduit Lender with a group of financial institutions in connection with this Agreement.

  • Unapplied Downgrade Advance means any Downgrade Advance other than an Applied Downgrade Advance.

  • Liquidity Facilities means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility.

  • Liquidity Provider Ratings Event means the Liquidity Provider shall fail to maintain at any time short-term debt ratings in one of the two highest ratings categories from the Requisite NRSROs or, if applicable, such other short-term debt ratings as may be required for the VRDP Shares to satisfy the eligibility criteria under Rule 2a-7 under the 1940 Act.

  • Equipment Notes means, at any time, the Series A Equipment Notes, the Series B Equipment Notes and the Series C Equipment Notes, collectively, and in each case, any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Liquidity Termination Date means the earlier to occur of the following: