Monetization Event means: (i) the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving Person; (ii) the consummation of a transaction or series of transactions pursuant to which the Company and its subsidiaries, taken as a whole, directly or indirectly, effect any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; (iii) the consummation of any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their Ordinary Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of the Equity Interests of the Company; (iv) the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly, effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property; (v) the consummation by the Company, directly or indirectly, in a transaction or series of transactions, of a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of the Equity Interests of the Company; or (vi) the liquidation, dissolution or winding down of the Company.
Monetization Event means a final sale or disposition of one or more Series Assets of a Series, and designated a Monetization Event by the Managing Member of such Series.
Monetization Event means (i) any sale, lease, exclusive license, exchange, consolidation, merger, corporate reconstruction, amalgamation, demerger, assignment, arrangement, composition, conveyance, or transfer of (x) more than 15% of the book value of the aggregate assets of any TBG Entity to a Third Party or (y) more than 15% of the equity (whether voting or non-voting) of any TBG Entity to a Third Party, or (ii) any consolidation with or merger or amalgamation of any TBG Entity with or into any Third Party, in each case of clauses (i) or (ii), whether in a single transaction or a series of related transactions, directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to a merger, corporate reconstruction, amalgamation, arrangement, composition, reorganization, dissolution, consolidation, bankruptcy, judicial process, or otherwise.
Examples of Monetization Event in a sentence
Interest accrues on the notes at 0.34% per annum, and the notes mature upon the earlier to occur of: 1) December 1, 2017; 2) consummation of Monetization Event (as defined); or 3) fifteen days after the date of voluntary termination of employment by the employee or termination by the Company for cause.
To the extent that this Agreement and the Note Purchase Agreement both require mandatory prepayments following the occurrence of an Equity Monetization Event as described in clause (e) of this Section 2.7, the parties agree that such mandatory prepayments shall be made on a Ratable Basis (as defined in the Intercreditor Agreement) subject to and in accordance with the Intercreditor Agreement (including, for the avoidance of doubt, Section 5.15(a) of the Intercreditor Agreement).
FOR VALUE RECEIVED, the Payors and TBG Holdings, jointly and severally, hereby unconditionally promise to pay to the Payee, upon each Monetization Event occurring on or before [_____________], 2023, an amount equal to 15% of the Net Proceeds of such Monetization Event; provided, that the amount payable under this Contingent Payment Right (aggregated over all such Monetization Events) shall not exceed the Contingent Payment Amount.
Subject to the terms of any applicable Award Agreement, any Incentive Bonus payable under this Article 5 shall be paid to Participant in cash within sixty (60) days following the Monetization Event.
Cumulative IRR” means the aggregate cumulative after tax internal rate of return, compounded annually, that is realized by Lone Star Fund IX (U.S.), L.P. and/or its Affiliates from its direct or indirect investment in the Company from the Effective Date through the date of the applicable Monetization Event, as reported by Lone Star Fund IX (U.S.), L.P. to its investors.
More Definitions of Monetization Event
Monetization Event means a final sale or disposition of the assets held by a particular series of our Company. Pursuant to our operating agreement, any amounts available for distribution following a Monetization Event after payment to the Managing Member of accrued Management Fees up to the date of the Monetization event, Operating Expenses, the creation of such reserves as the Managing Member deems necessary, and after payment of any other fees, costs and liabilities (as determined by the Managing Member in its sole discretion), will be applied and distributed as follows:
Monetization Event means any of the following: (a) the sale of all or any portion of the Management Group Entities’ business or assets (as part of an extraordinary capital transaction); (b) a public offering of all or any portion of the equity securities of a Management Group Entity (or interests in a feeder, successor or subsidiary entity pursuant to a Corporate Conversion); (c) a sale or issuance of equity interests or other transaction of a Management Group Entity that results in all or a majority of the aggregate economic ownership of such entity being held by any third-party investor; (d) any transaction or series of related transactions that results in the reduction of IFMI’s Units below a majority of the then-outstanding Units thereof; or (e) any derivative or other transaction with similar effect to any of the foregoing as reasonably determined by the General Partner.
Monetization Event means any transaction or series of transactions in which the Company Group receives proceeds or consideration in respect of a Designated Investment, as determined by the Committee, including, without limitation a sale, disposition or other transfer of some or all of the Company’s interests in a Designated Investment (other than to a member of the Company Group), a recapitalization or special dividend, or a change in control or similar transaction; provided, however, that a Monetization Event shall not include the receipt by the Company Group of regular or ordinary dividends or distributions in respect of a Designated Investment.
Monetization Event means any transaction or event that results in Net Proceeds.
Monetization Event means the consummation of an IPO or Monetization Sale.
Monetization Event means a final sale or disposition of one or more series assets of a series, and designated a Monetization Event by our Manager.
Monetization Event means (i) the consummation of a Change-of-Control Monetization Event, (ii) the consummation of any transaction that does not constitute a Change-of-Control Monetization Event pursuant to which, directly or indirectly, on a cumulative basis following consummation of such transaction, All or Substantially All of the Assets included in the CVR Asset Pool have been sold or otherwise disposed of subsequent to the Effective Date, other than any disposition of all of the Hotel Properties comprising the CVR Asset Pool then owned directly or indirectly by the Company to an Affiliate of the Company or the Supporting Stockholder as part of a reorganization, restructuring or similar transaction that is (x) not treated as a liquidity event for the Supporting Stockholder or its Affiliates that are shareholders of the Company participating in such transaction (as determined by the Supporting Stockholder in good faith) and (y) approved by the Independent Director(s) or, if there are more than two Independent Directors, a majority of the Independent Directors (which approval may be given at any meeting of the Board of Directors or any committee thereof or pursuant to any action taken by written or electronic consent by the Board of Directors or any committee thereof); provided that in the event of any such disposition to an Affiliate of the Company or the Supporting Stockholder that is not the Company or a Subsidiary of the Company, this Agreement shall be assigned to the transferee in accordance with Section 4.5, or (iii) a sale or other disposition of assets remaining in the CVR Asset Pool that occurs subsequent to a Distribution Triggering Monetization Event but prior to the Final Payment Date.