Qualifying Liquidity Event means each of (i) a Change in Control and (ii) a Liquidity Disposition.
Qualifying Liquidity Event means any event that would be considered an exit for an illiquid investment, including any event that allows the equity holders of the business (or any material portion of the business) to cash out some or all of their respective equity interests in which the claimant does not convey an equity interest to the QNBV or a related member of the qualified new business venture.
Qualifying Liquidity Event shall be deemed to have occurred upon the consummation of a Liquidity Event (as defined below) that results in each of Sterling Investment Partners, L.P., Sterling Investment Partners Side-By-Side L.P., Sterling Investment Partners II, L.P. and Sterling Investment Partners Side-By-Side II, L.P. (collectively “Sterling”) realizing an internal rate of return, calculated annually in arrears, equal to at least 30% in respect of Sterling’s entire investment in Measurement Shares (assuming Sterling disposed of its entire interest in the Measurement Shares on the date of the expiration of the underwriters’ lockup where the Liquidity Event is the IPO (as defined below) and on the closing date where the Liquidity Event is the Sale of the Company (as defined below), without regard to whether such disposition actually occurred) after giving effect to the payment of, without duplication, (i) the Liquidity Bonus payable pursuant to this Agreement, (ii) any bonuses established by the Board of Directors in connection with a Liquidity Event, (iii) any bonuses payable by the Fairway Group in respect of a Liquidity Event pursuant to any employment arrangement between any member of the Fairway Group and any of its employees, if any, (iv) the Liquidity Bonus (as defined therein), if any, payable under the Company’s employment agreement with Xxxxxx Xxxxxxxxx, (v) any Incentive Bonus (as defined therein) and the Bonus Pool (as defined therein), if any, payable under the Company’s employment agreement with Xxxxxx Xxxxxxxxx, and (vi) any Incentive Bonus (as defined therein) and any Liquidity Bonus (as defined therein) payable under the Company’s employment agreement with Xxxxx Xxxxxxxxx (the bonuses set forth in sub clauses (i), (ii), (iii), (iv), (v) and (vi) of this sentence are collectively referred to herein as the “Employment Agreement Bonuses”). For purposes hereof, the term “Measurement Shares” shall mean those shares of the Company’s capital stock purchased by Sterling prior to the date of closing of the Liquidity Event. In computing the internal rate of return of Sterling with respect to the Measurement Shares, no amounts received pursuant to any management agreement, and no transaction fee paid to Sterling or any of its affiliates (including any transaction fee received in connection with the transactions contemplated by the Purchase Agreement or the Liquidity Event), shall be deemed received by Sterling in respect of the Measurement Shares. Any computation of internal ...
Examples of Qualifying Liquidity Event in a sentence
In the event and upon the closing of a Qualifying Liquidity Event, the Company agrees to redeem, without premium, all of the outstanding Notes, together with all accrued and unpaid interest and penalties, if any, then due thereon.
Notice of any optional redemption pursuant to subsection 2.06(c) shall be given to all holders of the Notes at least ten (10) Business Days prior to the date of such redemption and notice of any required redemption pursuant to Section 2.06(b) shall be given to all holders of the Notes at least ten (10) Business Days prior to the closing of a Qualifying Liquidity Event.
In the event and upon the closing of a Qualifying Liquidity Event, the Company shall redeem, without penalty or premium except as set forth in Section 2.06(d), all of the outstanding Notes, together with all accrued and unpaid interest then due thereon.
For example, if the amount per share of Common Stock realized in a Qualifying Liquidity Event is greater than the amount set forth in subsection (iii), all of the incentive granted in subsections (i), (ii) and (iii) shall be vested and exercisable.
The claim is extinguished if no Qualifying Liquidity Event occurs within five years after the Effective Date of the Plan.
More Definitions of Qualifying Liquidity Event
Qualifying Liquidity Event means the first to occur of: (1) a Change in Control (as defined in Optionee’s employment agreement); or (2) the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended, for the sale of the Company’s Common Stock, but only if the Board determines that the Fair Market Value of a share of the Company’s Common Stock in connection with such event is at least two and one half times the per-share exercise price of the Option. For this purpose, the Fair Market Value with respect to the event described in clause (1) will be based on the total purchase price per share of common stock in connection with such event (for the avoidance of doubt, inclusive of any contingent amounts such as earn-outs and escrows), and the Fair Market Value with respect to the event described in clause (2) will be the price per share at which shares are first sold to the public in the Company’s initial public offering. If an event in clauses (1) or (2) occurs and the Board determines that the Fair Market Value of a share of the Company’s Common Stock in connection with such event is less than two and one half times the per-share exercise price of the Option, then the Option shall terminate as of the occurrence of such event.
Qualifying Liquidity Event means a liquidity event in which the claimant does not convey an equity interest to the qualified new business venture or a related member of the qualified new business venture.
Qualifying Liquidity Event shall have the meaning assigned to that term in the LTHI Note Purchase Agreement.
Qualifying Liquidity Event means the completion of one or more of the following types of transactions which are not contemplated in the May 5, 2000 Model, resulting in net cash proceeds received after May 31, 2000:
Qualifying Liquidity Event means (a) a Change of Control (as defined below) within three and one half years from the Start Date, in which shareholders of Visterra actually receive the amounts per share specified above (with Preferred Stock treated on an as-converted basis), provided that, in the event of a Change of Control in which the Additional Option Grants do not fully vest and some or all of the per share consideration can be received in contingent payments, the Additional Option Grants shall, upon the closing of such a transaction, become the right to receive (in addition to any
Qualifying Liquidity Event means any of the following events: (i) a Qualified Disposition; (ii) a Change of Control; and (iii) a Liquidity IPO with respect to any member of the Consolidated Group.
Qualifying Liquidity Event means, with respect to an Award, the consummation of the first to occur of an IPO or a Change in Control, in either case, that: (i) occurs no later than the Expiration Date of such Award, and (ii) (A) in the case of a Change in Control, results in an aggregate sale price at or above the applicable CIC Price Threshold, and (B) in the case of an IPO, occurs at or above the applicable IPO Price Threshold. For the avoidance of doubt, no more than one Qualifying Liquidity Event may occur under the Plan with respect to any Award.