Qualified Liquidity Event or “QLE” means the consummation of a transaction or series of related transactions in which either:
Qualified Liquidity Event or “QLE” means the occurrence of one or more of the following events following the Effective Date:
Qualified Liquidity Event has the meaning given in Clause 19.5;
Examples of Qualified Liquidity Event in a sentence
The vesting of a Restricted Stock Award may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Qualified Liquidity Event.
The Award Agreement may also set forth the effect on an Award of a Qualified Liquidity Event and a termination of Service under certain circumstances.
The vesting and/or settlement of a Restricted Stock Unit Award may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Qualified Liquidity Event.
The vesting and exercisability of a Stock Option may be accelerated by, and may be dependent upon, in whole or in part, the occurrence of a Qualified Liquidity Event.
Participant shall be released from the restrictions and obligations set forth in this Section 19(a) upon the occurrence of any event described in subsections (i) or (ii) of a Qualified Liquidity Event.
More Definitions of Qualified Liquidity Event
Qualified Liquidity Event means the closing of a financing transaction which results in gross proceeds to the Company of at least $2,750,000;
Qualified Liquidity Event. (as such term is defined in, and determined pursuant to, the GulfMark Offshore, Inc. Management Incentive Plan, as it is in effect as of the Effective Date) during 2018 and while Executive remains employed by the Company, the Company will pay the Maximum Bonus to Executive on the date of the Qualified Liquidity Event (in lieu of any other amounts for which Executive may be eligible under the Cost Savings Bonus Program), irrespective of any applicable performance metrics. Following 2018, the Board will consider whether to adopt a similar bonus program with respect to subsequent calendar years.
Qualified Liquidity Event means a Liquidity Event that qualifies as a change in the ownership or effective control of AMH, or in the ownership of a substantial portion of the assets of AMH, within the meaning of Code Section 409A(a)(2)(A)(v).
Qualified Liquidity Event or “QLE” means the occurrence of any of the following (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) acquires more than 50% of the voting power of the Company’s then outstanding securities (other than transfers among the shareholders of the Company at the time of the Effective Date); (ii) the sale of all or substantially all of the Company’s assets; or (iii) the listing of 25% or more of the voting power of the Company’s then-outstanding Common Stock on a public stock exchange, in the aggregate; provided, however, that in the event of a listing of less than 50% of the voting power of the Company’s Common Stock, in the aggregate (but equal to
Qualified Liquidity Event means a Liquidity Event that (i) results in a distribution on the shares of capital stock of the Company in accordance with the provisions of the Certificate of Incorporation of the Company, as amended, of assets valued at a minimum of $10 million, after payment or reservation of funds sufficient for payment of claims of all unsecured creditors and reservation of funds sufficient for payment of any amounts remaining due pursuant to Section 5B or Section 6 hereof or (ii), in the case of a merger or consolidation, results in consideration (including any cash, securities of another entity or property) to the holders of shares of capital stock of the Company valued at a minimum of $10 million. If some or all of such distribution or consideration is paid in property other than cash, the value of the portion of such distribution or consideration not paid in cash shall be the fair market value of such property as determined in good faith by the Board of Directors of the Company.
Qualified Liquidity Event means the first to occur of a Sale Transaction or a Public Offering. A "Sale Transaction" means (i) the sale (in one or a series of related transactions) of all or substantially all of Maker's assets to a Person (defined below) or a group of Persons acting in concert, (ii) the sale or transfer (in one or a series of related transactions) of a majority of the outstanding capital stock of Maker, to one Person or a group of Persons acting in concert, or (iii) the merger or consolidation of Maker with or into another Person that is not an affiliate of Maker, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of Maker immediately prior to such transaction (excluding any Person or group of Persons acting in concert who are acquiring Maker) own less than a majority in voting power of the outstanding capital stock of Maker, or voting equity securities of the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of assets including, without limitation, one or more subsidiaries (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the assets of Maker shall bee deemed a Sale Transaction. "Person" shall be construed in the broadest sense and means and includes, without limitation, a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity. "Public Offering" means an offering of at least $5,000,000 of equity securities of Maker or any subsidiary (or any successor-in-interest of the foregoing) listed on a nationally recognized exchange or quoted on the Nasdaq Stock Market that is made pursuant to an effective registration statement under the Securities Act of 1933, as amended.
Qualified Liquidity Event shall have the definition set forth in the Plan, except that 60% shall be deemed to replace 40% in clause (c) of the definition in the Plan. Upon the occurrence of a Qualified Liquidity Event prior to the end of the Performance Period where a Replacement Award (as defined below) is provided to Participant at the time of the Qualified Liquidity Event in lieu of the Restricted Stock Units, the Restricted Stock Units that remain outstanding and unvested as of immediately prior to the Qualified Liquidity Event shall remain outstanding and unvested, but the performance conditions with respect thereto shall be deemed satisfied at the target level of achievement. Upon the occurrence of a Qualified Liquidity Event where a Replacement Award is not provided to Participant in lieu of the Restricted Stock Units, the Restricted Stock Units shall immediately vest at the target level of achievement. In either case, all Restricted Stock Units in excess of such target achievement level shall immediately be forfeited and cancelled, and Participant shall not be entitled to any compensation or other amount with respect thereto. For the avoidance of doubt, the Restricted Stock Units attributable to the target level of achievement shall be determined by multiplying the number of Restricted Stock Units that remain outstanding and unvested (and, for the avoidance of doubt, which have not been cancelled pursuant to Section 3 hereof) as of immediately prior to the Qualified Liquidity Event by a fraction, the numerator of which is the Target Award, and the denominator of which is the total maximum number of Restricted Stock Units originally granted hereunder, and with the result rounded down to the nearest whole number of Restricted Stock Units. Any Restricted Stock Units that vest or become payable as a result of or in connection with a Qualified Liquidity Event may be subject to the same terms and conditions applicable to the proceeds realized by the Company or its shareholders, in connection therewith (including, without limitation, payment timing and any escrows, indemnities, payment contingencies or holdbacks), as determined by the Committee in its good faith discretion, subject to compliance with Section 409A of the Code (“Section 409A”).