Qualified Liquidation Event definition

Qualified Liquidation Event means a merger or consolidation (other than one in which shareholders of the Company own a majority of the voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company in which the consideration is either all cash or securities that are either registered for sale on an exchange or quotation system or otherwise unrestricted and pursuant to which the equity value of the Company (exclusive of any liabilities being assumed by the surviving or acquiring corporation) is at least $300 million.
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Qualified Liquidation Event. (as defined in the Certificate of Designation) effects a sale of all or substantially all of the Corporation's assets or which results in the holders of the Corporation's capital stock prior to the transaction owning less than 50% of the voting power of the Corporation's capital stock after the transaction,
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Qualified Liquidation Event means any reorganization, merger, consolidation or similar transaction in which AdMission is not the surviving entity and for which AdMission or its stockholders receive not less than $20,000,000_ (the value of any consideration other than cash received in such a transaction shall be determined by the fair market value as determined by an independent third party jointly chosen by the Board of Directors of AdMission and IPIX).
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Examples of Qualified Liquidation Event in a sentence

  • The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO or (ii) upon a Qualified Liquidation Event, whichever event occurs first.

  • The covenants set forth in Subsection 3.1, Subsection 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO, or (ii) upon a Qualified Liquidation Event, whichever event occurs first.

  • The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the Qualified IPO, or (ii) upon a Qualified Liquidation Event, whichever event occurs first.

  • The rights granted pursuant to this Article VI shall terminate upon the earlier to occur of (i) a Qualified Liquidation Event, (ii) a Qualified Liquidity Milestone or (iii) the repayment of any and all Senior Obligations owed to such Purchaser and the sale in excess of 80% of such Purchaser's Warrant Shares.

  • The rights granted under this Section 6.01 shall expire with respect to each Purchaser individually upon (i) the repayment of the Senior Obligations owed to such Purchaser and the sale of in excess of 80% of such Purchaser's Warrant Shares, (ii) the occurrence of a Qualified Liquidation Event or (iii) the occurrence of a Qualified Liquidity Milestone.

  • Immediately prior to the earliest to occur of (i) a Termination Event, (ii) a Sale Event that does not constitute a ▇▇▇ Equity Qualified Liquidation Event (a “Non Qualifying Sale Event”), or (iii) the Bankruptcy of the Grantee, the Company or its assigns shall have the right and option to repurchase all or any portion of the Shares held by the Grantee or any Permitted Transferee as of the date of such Termination Event, Non Qualifying Sale Event, or Bankruptcy.

  • The rights granted pursuant to this Article II shall terminate upon the earlier to occur of (i) a Qualified Liquidation Event, (ii) a Qualified Liquidity Milestone or (iii) the repayment of any and all Senior Obligations (as defined in the Note Agreement) owed to such Purchaser and the sale in excess of 80% of such Purchaser's Warrant Shares.

  • No Prepayment Fee shall be payable with respect to a mandatory prepayment under this Section 2.3(a) as a result of the occurrence of a Public Offering or a Qualified Liquidation Event.

  • No Prepayment Fee shall be payable with respect to a mandatory prepayment under this Section 2.3(c) as a result of the occurrence of a Qualified Liquidation Event.

  • If a Qualified Liquidation Event occurs prior to the end of the First Performance Period, then the number of Target Restricted Stock Units that vest pursuant to Section 2(b) of the Agreement and this Schedule I-A (if any) shall be determined based on the achievement of the performance metrics as described above as if the last day of the First Performance Period was the date of such Qualified Liquidity Event.


More Definitions of Qualified Liquidation Event

Qualified Liquidation Event means an acquisition of the Company by merger, consolidation, stock purchase, purchase of substantially all of the assets of the Company or otherwise, resulting in a distribution to shareholders of an amount not less than $4.00 per share; and an “Initial Public Offering” means the closing of an underwritten public offering of the Company’s capital stock generating gross proceeds of $25,000,000 or more.
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Qualified Liquidation Event has the meaning ascribed to it in Section 2.7(b).
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Qualified Liquidation Event means either (i) a Public Offering of common stock completed by the Parent and resulting in proceeds (before underwriting discounts and commissions and adjusted for any stock splits, stock dividends, reorganization, reverse stock split, or any other change in the Capital Stock of the Company) to the Company or Subsidiary, as applicable, of at least $15,000,000, at a price of not less than $5.00 per share (adjusted for any stock splits, stock dividends, reorganization, reverse stock split, or any other change in the Capital Stock of the Company) and which results in an aggregate valuation of all of the outstanding shares of Common Stock of the Company on a fully diluted basis immediately prior to the consummation of such offering of at least $40,000,000, or (ii) a sale of stock or assets of the Company in an amount not less than $40,000,000, provided that the Purchaser receives cash consideration of not less than (x) $5.00 per Warrant Share (adjusted for any stock splits, stock dividends, reorganization, reverse stock split, or any other change in the Capital Stock of the Company) if such sale occurs on or before March 31, 2002, or (y) $7.00 per Warrant Share (adjusted for any stock splits, stock dividends, reorganization, reverse stock split, or any other change in the Capital Stock of the Company) if such sale occurs after March 31, 2002.
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Related to Qualified Liquidation Event

  • 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.

  • Deemed Liquidation Event shall have the meaning given to such term in the Certificate of Incorporation.

  • 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.

  • 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.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.