Preference Event definition

Preference Event. As defined in Section 4.01(c).
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Preference Event has the meaning set forth in Section 7.02(d). ---------------- ---------------
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Examples of Preference Event in a sentence

  • With respect to an Optional Liquidation Preference Event, each holder of Class A Convertible Preferred Units will have the option, in such holder’s sole discretion, to exercise its right to receive, in exchange for any Class A Convertible Preferred Unit, the Class A Preferred Liquidation Preference plus all declared but unpaid Class A Preferred Distributions by delivering written notice to the Partnership of such election.

  • Reorganized LVL shall give Class 5 Claimants holding Preferred Stock thirty (30) days advance written notice prior to a Liquidation Preference Event and such persons shall have the right to convert to common stock as described below during such thirty (30) day period.

  • Representatives of the LICENSOR and the LICENSEE shall meet at least twice per year to establish schedules for use of the Facilities (“Scheduling Meetings”).

  • Each holder of the Preferred Stock shall have the right to convert the Preferred Stock into shares of common stock in part or in full at any time, including within 30 days after notice by Reorganized LVL of its intention to redeem the Preferred Stock or of a Liquidation Preference Event.

  • The rights of the holders of the Preferred Stock to elect a member of the Board of Directors shall terminate once (1) more than 50% of the Preferred Stock has converted to common stock, (2) a Liquidation Preference Event has occurred, or (3) more than 50% of the Preferred Stock has been redeemed.

  • So long as this Note remains outstanding, the Holder of this Note shall be entitled to receive immediately prior to a Change of Control transaction or Other Liquidation Preference Event, at the written election of a Holder Majority, some or all of the Subject Amount.

  • Sorority Bid Lists must include every woman that attended their Preference Event.

  • Promptly but in no event less than five (5) business days prior to a Change of Control or Other Liquidation Preference Event, the Company shall give the Holder of this Note notice of such Change of Control or Other Liquidation Preference Event.

  • Notwithstanding the foregoing, if the amount which would be receivable in connection with a Liquidation Preference Event if the Series B Preferred Stock had been converted into Common Stock immediately prior to such Liquidation Preference Event is greater than the amount which would be paid under the foregoing provisions, the then holders of the Series B Preferred Stock shall be entitled to receive such greater amount.

  • Notwithstanding anything contained in this Section 3(c), the Holder shall not be entitled to receive payment pursuant to this Section 3(c) in connection with any Qualified Financing or any Partnering Transaction entered into by the Company and a party that is not an Affiliate of the Company on arm’s length terms and such Partnering Transaction shall not be deemed to be either a Change of Control or Other Liquidation Preference Event.

Related to Preference Event

  • Preference Amount means any amount previously distributed to an Owner on the Obligations that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a final nonappealable order of a court having competent jurisdiction.

  • Liquidation Preference Amount means $25,000 per share of Series A Preferred Stock.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Series C Liquidation Preference means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 per unit (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Distributions (whether or not such distributions shall have been declared).

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

  • Series B Liquidation Preference means a liquidation preference for each Series B Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid Series B Distributions (whether or not such distributions shall have been declared).

  • Series A Liquidation Preference means a liquidation preference for each Series A Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and unpaid Series A Distributions (whether or not such distributions shall have been declared).

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Liquidation Event means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business of the Company and its Subsidiaries, taken as a whole.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) 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 (1) the surviving or resulting corporation; or (2) 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 (b) 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, consolidation 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.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

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

  • Series A Liquidation Value means the sum of the Series A Liquidation Preference and declared and unpaid distributions, if any, to, but excluding, the date of the Dissolution Event on the Series A Preferred Mirror Units.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Cumulative Loss Trigger Event With respect to any Distribution Date, a Cumulative Loss Trigger Event exists if the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance exceeds the applicable cumulative loss percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage ------------------------------ -------------------------- May 2008 through April 2009 1.400% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 2.250% in November 2008) May 2009 through April 2010 3.100% for the first month, plus an additional 1/12th of 1.700% for each month thereafter (e.g., 3.950% in November 2009) May 2010 through April 2011 4.800% for the first month, plus an additional 1/12th of 1.400% for each month thereafter (e.g., 5.500% in November 2010) May 2011 through April 2012 6.200% for the first month, plus an additional 1/12th of 0.700% for each month thereafter (e.g., 6.550% in November 2011) May 2012 and thereafter 6.900%

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Initial Liquidation Preference means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Liquidation Preference means, with respect to any Series, the amount specified as the liquidation preference per share for that Series in the Appendix for such Series.

  • 10% in Liquidation Amount means, with respect to the Trust Securities, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

  • First Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(D).

  • Reference Amount In relation to (a) any Term Obligation, the Outstanding Principal Amount thereof and (b) any Committed Obligation, the Commitment Amount thereof. Utilization Amount: In relation to any Calculation Period, the daily average of the Portfolio Notional Funded Amount during such Calculation Period. Maximum Portfolio Notional Amount: USD750,000,000, or such greater amount as the parties may agree to in writing. Minimum Portfolio Notional Amount: 80% of the Maximum Portfolio Notional Amount. Business Day: New York Business Day Convention: Following (which shall apply to any date specified herein for the making of any payment or determination or the taking of any action which falls on a day that is not a Business Day). If any anniversary date specified herein would fall on a day on which there is no corresponding day in the relevant calendar month, then such anniversary date shall be the last day of such calendar month. Floating Rate Index: Whenever in this Confirmation reference is made to any Floating Rate Option (including any floating rate index specified in any Reference Obligation Credit Agreement) or to USD-LIBOR-BBA (each, a "Floating Rate Index"), in no event may such Floating Rate Index be less than zero. In addition, with respect to any Counterparty First Floating Amount, if payment of interest on a Reference Obligation (or any portion thereof) is subject to the payment of a specified minimum rate regardless of the level of the relevant Floating Rate Index, then, without limiting the effect of the preceding sentence, such Floating Rate Index will be determined without regard to such specified minimum rate. Monthly Period: Each period from and including the 12th day of any calendar month to but excluding the same day of the immediately succeeding calendar month. Calculation Agent: Citibank; provided that, if an Event of Default described in Section 5(a)(vii) occurs with respect to Citibank as Defaulting Party and no Event of Default has occurred with respect to Counterparty as Defaulting Party, then Counterparty may designate any of Bank of America, NA, The Bank of Montreal, Barclays Bank plc, Canadian Imperial Bank of Commerce, Credit Suisse, Deutsche Bank AG, JPMorgan Chase Bank, N.A., UBS AG and Xxxxx Fargo Bank, National Association as Calculation Agent, which designation shall be effective only (a) if such designated entity accepts such appointment and agrees to perform the duties of the Calculation Agent hereunder and (b) so long as such Event of Default with respect to Citibank as Defaulting Party continues. Unless otherwise specified, the Calculation Agent shall make all determinations, calculation s and adjustments required pursuant to this Confirmation in good faith and on a commercially reasonable basis. Calculation Agent City: New York Initial Price: In relation to any Reference Obligation (and the related Transaction), the Initial Price specified in Annex I. The Initial Price will be determined as of the related Obligation Trade Date exclusive of accrued interest and will be expressed as a percentage of the Reference Amount. The Initial Price will be determined exclusive of Costs of Assignment that would be incurred by a buyer in connection with any purchase of the Reference Obligation and exclusive of any Delay Compensation.

  • Knock Out Event means the event as defined in §4(4).

  • default value means a value derived from a typical value by the application of pre-determined factors and that may, in circumstances specified in this Directive, be used in place of an actual value;’;