Qualifying Exit Event definition

Qualifying Exit Event has the meaning given to that term in the Secretary of State Investor Agreement;
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Qualifying Exit Event means an Exit Event where the aggregate Net Proceeds as of the Closing of such Qualifying Exit Event, as determined by the Administrator in its sole discretion, equals or exceeds the Payment Threshold Amount.
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Qualifying Exit Event means an Exit Event which values the Company and/or the Group for no less than $350,000,000;
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Examples of Qualifying Exit Event in a sentence

  • Unless earlier exercised as provided herein, this Warrant shall expire upon the earliest of (a) the end of the Exercise Period, (b) the consummation of an Initial Public Offering that does not constitute a Qualifying IPO, (c) the consummation of an Exit Event that does not constitute a Qualifying Exit Event, and (d) 5:00 P.M., New York City time, on the tenth anniversary of the issue date of this Warrant (any such date, the “Expiration Date”).

  • No amount will be payable with respect to the Phantom Shares prior to a Qualifying Exit Event.

  • In the event the Participant’s Employment terminates due to the Participant’s death, the Phantom Shares shall become fully vested as of such date of termination and, to the extent such termination occurs prior to a Qualifying Exit Event, the Participant’s vested Phantom Shares will remain outstanding and eligible to participate in a Qualifying Exit Event subject to the terms and conditions of the Plan and this Agreement.

  • The Cash Bonus Incentive is an undertaking by the Company that is being given to each of the Directors to make a payment to the Directors following completion of a Qualifying Exit Event.

  • In the event that a Qualifying Exit Event occurs before 1 January 2026, the value of the Cash Bonus Incentive will be the sum stated above in paragraph (ii).

  • The nature of the financial benefit is the grant of a right to each of the Directors or their nominees to receive a cash payment from the Company following completion of a Qualifying Exit Event in the sum of, in the case of: • Nicholas Smedley, $2,000,000; • Marjan Mikel, $2,000,000; and • Thomas Duthy, $333,333.

  • However, in the event that a Qualifying Exit Event does not occur before 1 January 2026, then the value of the Cash Bonus Incentive will be nil as the Directors will not receive any payment.

  • Notwithstanding anything contained in Section 1.2(a), in the event of a Qualifying Exit Event in which the Sponsors receive solely cash with respect to their equity securities in the Company (and, for the avoidance of doubt, fully exit any investment, directly or indirectly, in the Company), all Phantom Shares that are unvested as of the date of such Qualifying Exit Event will become fully vested, provided the Participant is Employed on the date on which such Qualifying Exit Event is consummated.

  • Shareholders are being asked to approve Resolutions 3D, 3E and 3F (the “Cash Bonus Incentive Resolutions”) to allow the Directors to receive a cash bonus payment upon completion of a Qualifying Exit Event (defined below) in respect of the Company as set out below.

  • This Warrant shall become exercisable, in whole but not in part, only upon the earlier of the consummation of a (a) Qualifying IPO or (b) Qualifying Exit Event (any such event in clause (a) or (b), an “Exercisability Event”).


More Definitions of Qualifying Exit Event

Qualifying Exit Event means any of the following events, provided that such event involves a transaction size of equal to or more than S$100,000,000 and occurs prior to the Maturity Date:
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Qualifying Exit Event. An Exit Event in which the Total Tangible Equity Value arising from such Exit Event exceeds the Threshold Value and which Exit Event is consummated prior to 5:00 P.M., New York City time, on the tenth anniversary of the issue date of this Warrant.
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Qualifying Exit Event means (i) any Liquidation Event or Change of Control Event (as each such term is defined in the Articles), in connection with which the Buyer (x) receives cash proceeds totaling at the time of such Liquidation Event or Change of Control Event, and/or (y) is issued securities freely tradable without restriction (other than pursuant to a contractual provision or pursuant to applicable law) entered into by the Buyer with an aggregate value at the time of such Liquidation Event or Change of Control Event (or, in the case of such freely tradable securities, at the earlier of (m) any time after a Loss Payment is to be made in respect of an Infringement Indemnity Claim, and (n) the time at which the Buyer sells any such freely tradeable securities (but only the value of such sold securities), of, or (ii) the initial public offering of the Company’s Ordinary Shares, pursuant to which the Buyer is holding securities or securities convertible into securities freely tradable without restriction (other than pursuant to a contractual provision or pursuant to applicable law) with an aggregate value at the earlier of (m) any time after a Loss Payment is to be made in respect of an Infringement Indemnity Claim, and (n) the time at which the Buyer sells any freely tradeable securities (but only the value of such sold securities), of, (a) if such event occurs on or prior to the second (2nd) anniversary of the Closing Date, an amount equal to two (2) times the product of (A) 377,172,000 and (B) the Series A-1 Original Purchase Price (as such term is defined in the Articles), and (b) if such event occurs following the second (2nd) anniversary of the Closing Date, an amount equal to two and one-half (2.5) times the product of (A) 377,172,000 and (B) the Series A-1 Original Purchase Price.
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Qualifying Exit Event means any of the following events, provided that cumulatively such events involve an aggregate transaction size that equals to or is more than S$75,000,000 (“S$75m QEE Threshold”) and occur prior to the Maturity Date:
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Related to Qualifying Exit Event

  • Exit Event means a transaction or a combination or series of transactions (other than an Initial Public Offering) resulting in:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Qualifying exigency means a situation where the eligible employee seeks leave for one or more of the following reasons:

  • Qualifying Event means, during the Participant’s Services with the Company and its Affiliates, the Participant’s death or Disability.

  • Foreign Benefit Event means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

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

  • Qualifying week means the 15th week before the expected week of childbirth.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Date means the date on which a Change in Control occurs.

  • De-listing Event means the situation where (i) the shares in the Issuer are not listed and admitted to trading on a Regulated Market or (ii) trading in the shares in the Issuer on the relevant Regulated Market is suspended for a period of fifteen (15) consecutive Business Days.

  • Change of Control means the occurrence of any of the following events:

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Qualifying child means an individual who:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Qualifying Property means a primary residence that a qualified applicant owned and occupied

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Non-Viability Event means the earlier of:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Qualifying Retirement means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age sixty-five (65), (Y) age fifty-five (55) with ten (10) Years of Service as a full-time employee of the Partnership or any of its Affiliates, or (Z) an age which, when added to such Years of Service of the Employee equals at least seventy-five (75), and (ii) previously delivered a written notice of retirement to the Partnership and on the date of retirement the Employee has satisfied the minimum applicable advance written notice requirement set forth below: By way of illustration, and without limiting the foregoing, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee later terminates employment at age fifty-nine (59), then the Employee’s retirement at age fifty-nine (59) would not constitute a Qualifying Retirement. However, if (i) the Employee is eligible to retire at age fifty-nine (59) after ten (10) Years of Service, (ii) the Employee gives two (2) years notice at age fifty-eight (58) that the Employee intends to retire at age sixty (60), and (iii) the Employee terminates employment upon reaching age sixty (60), then the Employee’s retirement at age sixty (60) would constitute a Qualifying Retirement.

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.