NCP Liquidity Event definition

NCP Liquidity Event means any Change of Control, Exit Event or Public Offering that upon consummation thereof would result in the North Castle Partners II, L.P. (the "Fund") realizing an internal rate of return on the portion of its indirect equity investment (the "IRR") in the Company that is disposed of by the Fund or any partnership controlled by the Fund (a "Controlled Partnership") or, in the event of a share exchange pursuant to Section 5 (a "Share Exchange"), the portion of its indirect equity investment in the top tier holding company for investments by the Fund in the refrigerated juice industry ("Holdco") that does not equal or exceed 25% compounded annually. For purposes of the foregoing, the IRR shall be measured from the date of such Controlled Partnership's investment in such disposed-of portion of the equity in (i) the Company or, (ii) in the event of a Share Exchange, Holdco, which date shall be deemed to be the date on which such Controlled Partnership invested in any company that is a constituent part of Holdco, to the date such Controlled Partnership receives the proceeds of the NCP Liquidity Event. The IRR shall be calculated, with respect to shares of the Company or Holdco, as the case may be, by applying a first-in, first-out convention. For purposes of this calculation, in the event of a Share Exchange in which M. H. Zeiglers and Sons, Inc. ("Zeiglers") becomes Holdco, convertible subordinated debt of Zeiglers shall be deemed equity that was invested immediately after the Controlled Partnership acquired common stock of Zeiglers. The Fund's IRR shall be determined in good faith by the Fund at least 10 days in advance of such Change of Control, Exit Event or Public Offering, provided that if a majority of the Rollover Stockholders disagree with such determination, then the Fund's IRR shall be determined by an independent investment bank or valuation firm (the "Valuation Firm") selected by the Company and the Rollover Stockholders. If the Company and the Rollover Stockholders cannot agree on the Valuation Firm within five days of the date of determination of the Fund's IRR, then the Valuation Firm shall be chosen by the two valuation firms selected by the Company and the Rollover Stockholders. The fees and expenses of the Valuation Firm shall be borne equally by the Company and the Rollover Stockholders. The Company and the Stockholder agree that the determination of the Valuation Firm shall be final and binding.
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NCP Liquidity Event means any Change of Control, Exit Event or Public Offering that upon consummation thereof would result in the North Castle Partners II, L.P. (the "Fund") realizing an internal rate of return on the portion of its indirect equity investment (the "IRR") in the Company that is disposed of by the Fund or any partnership controlled by the Fund (a "Controlled Partnership") or, in the event of a share and option exchange pursuant to Section 6 (a "Share and Option Exchange"), the portion of its indirect equity investment in the top tier holding company for investments by the Fund in the refrigerated juice industry ("Holdco") that does not equal or exceed
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Examples of NCP Liquidity Event in a sentence

  • Once effective, this Agreement may be terminated by either the Optionholder or the Company by written notice to the other on the first occurring Change of Control, Exit Event or Public Offering, in each case, that does not give rise to an NCP Liquidity Event.

  • The Company shall not be required to purchase from the Optionholder, and the Optionholder shall not be required to sell to the Company, any Callable Shares and Options owned by the Optionholder upon the occurrence of any subsequent NCP Liquidity Event.

  • Once effective, this Agreement may be terminated by either the Stockholder or the Company by written notice to the other on the first occurring Change of Control, Exit Event or Public Offering, in each case, that does not give rise to an NCP Liquidity Event.

  • The Company shall not be required to purchase from the Stockholder, and the Stockholder shall not be required to sell to the Company, any Callable Shares owned by the Stockholder upon the occurrence of any subsequent NCP Liquidity Event.

Related to NCP Liquidity Event

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

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • 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.

  • Cash Liquidity means, with respect to any Person, on any date of determination, the sum of (i) unrestricted cash, plus (ii) Available Borrowing Capacity, plus (iii) Cash Equivalents.

  • Free Liquidity means, at any date of determination, the aggregate of the Cash Balance and any Commitments under this Agreement or any other amounts available for drawing under other revolving or other credit facilities of the NCLC Group, which remain undrawn, could be drawn for general working capital purposes or other general corporate purposes and would not, if drawn, be repayable within six months.

  • Available Liquidity means on any date, the sum of (i) the excess, if any, of (x) the amount of all Revolving Credit Commitments of each Lender that is not a Defaulting Lender on such date over (y) the aggregate Revolving Credit Exposure on such date plus (ii) the aggregate amount of unrestricted cash and Permitted Investments of the Company and its Restricted Subsidiaries on such date.

  • Liquidity Event of Default means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) an American Bankruptcy Event.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

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

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • 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.

  • 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.

  • 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.

  • Applicable Liquidity Rate has the meaning specified in Section 3.07(g).

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Reinvestment Period means 15 months following the date of receipt of Net Cash Proceeds of an Asset Sale Prepayment Event or Recovery Prepayment Event.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Qualified Liquidation The meaning set forth from time to time in the definition thereof at Section 860F(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust.

  • Repricing Event has the meaning specified in Section 2.10(a)(ii).

  • Liquidity Termination Date means the earlier to occur of (a) July 13, 2009, as such date may be extended from time to time by the Lender’s Liquidity Banks in accordance with the Liquidity Agreement, and (b) the occurrence of an Event of Bankruptcy with respect to the Lender.

  • Investment Period means, and shall be equal to, the Standard Investment Period.

  • 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.

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

  • Quarterly Excess Available Funds Percentage means, with respect to the July 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.