Series 1 Vesting Event means, with respect to each Series 1 RCU, (a) the occurrence of a VWAP 1 Vesting Event, (b) the occurrence of (i) a Continuing Member COC, with respect to any Series 1 RCU held by (x) a Continuing Member or (y) PubCo in respect of a share of Class B Common Stock held by any Person other than the Sponsor (or its Affiliates) or those certain independent directors of PubCo as of immediately prior to the date hereof who hold shares of Class B Common Stock or (ii) a Sponsor Change of Control, with respect to any Series 1 RCU held by PubCo in respect of a share of Class B Common Stock held by the Sponsor (or its Affiliates) or those certain independent directors of PubCo as of immediately prior to the date hereof who hold shares of Class B Common Stock, or (c) a Liquidating Event pursuant to which each Common Unit would be entitled to at least $13.50 per Common Unit (taking into account the conversion of each Series 1 RCU to a Common Unit); provided, however, that the reference to $13.50 shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the Effective Time.

Series 1 Vesting Event means the occurrence of (a) the $12.00 Share Price Milestone (as defined in the Merger Agreement) or (b) an Earnout Strategic Transaction $12.00 Vesting Event (as defined in the Merger Agreement).

Series 1 Vesting Event means, with respect to each Series 1 RCU, (a) the occurrence of a VWAP 1 Vesting Event, (b) the occurrence of (i) a change of control of the Company or E2open in which the acquirer is not a Flow- Through Seller or an affiliate thereof, with respect to any Series 1 RCU held by (x) a continuing member or (y) the Company in respect of a share of Series B-1 common stock held by any person other than the Sponsor (or its affiliates) or CCNB1’s Independent Directors or (ii) a change of control of the Company or E2open in which the acquirer is not the Sponsor or an affiliate thereof, with respect to any Series 1 RCU held by the Company in respect of a share of Series B-1 common stock held by the Sponsor (or its affiliates) or the CCNB1’s Independent Directors, or (c) a Liquidating Event (as defined in the Third Amended and Restated Limited Liability Company Agreement) pursuant to which each Common Unit would be entitled to at least $13.50 per Common Unit (taking into account the conversion of each Series 1 RCU to a Common Unit); provided, however, that the reference to $13.50 shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock following the Closing.

Examples of Series 1 Vesting Event in a sentence

The first tranche represents the issuance of a combination of 10 million shares of restricted Class B-1 shares and Series 1 RCUs that vest upon the Series 1 Vesting Event being met.

More Definitions of Series 1 Vesting Event

Series 1 Vesting Event means, with respect to each Series 1 Earnout Unit, (a) the occurrence of a VWAP 1 Vesting Event, (b) the consummation of a Subsequent Transaction or (c) a Liquidating Event pursuant to which each Common Unit would be entitled to at least $12.00 per Common Unit (taking into account the conversion of each Series 1 Earnout Unit to a Common Unit and subject to equitable adjustment for unit splits, unit dividends, reorganizations, combinations, recapitalizations, exchanges of units and other like changes or transactions after the Effective Date).

Series 1 Vesting Event means the occurrence or deemed occurrence of Triggering Event I (as defined in the Business Combination Agreement) in accordance with the Business Combination Agreement.

Related to Series 1 Vesting Event

Vesting Event means the earliest to occur of the following events:
Initial Vesting Date means the date occurring one (1) year after the Date of Option Grant.
Vesting Date has the meaning set forth in Section 3.10(c)(ii).
Liquidity Event means a Change of Control or an IPO.
Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.
Vested LTIP Units has the meaning provided in Section 4.4(d) hereof.
Automatic Early Redemption Event means that:
Make-Whole Fundamental Change Conversion Period has the following meaning:
Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.
Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.
Vesting Dates means, as determined by the Board or by the Committee, the date as of which the Optionee shall be entitled to exercise the Options or part of the Options, as set forth in section 11 of the ISOP.
Automatic Early Redemption Date means each Automatic Early Redemption Date specified in the relevant Final Terms.
ii) Event means any event described in Section 11(a)(ii) hereof.
Early Preference Share Redemption Event means the event that occurs if:
Deferred Retirement Date means, in the case of any Participant who continues in employment after his Normal Retirement Date, the first day of any month following his actual retirement.
Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.
Change in Control Date means the date on which a Change in Control occurs.
Trigger Event Date means a date on which a Trigger Event has occurred as determined by the Calculation Agent.
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Initial Dividend Payment Date means the Initial Dividend Payment Date as determined by the Board of Directors of the Corporation with respect to the AMPS or Other AMPS, as the case may be.
Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.
Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.
Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.
Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

Series 1 Vesting Event definition

Filter & Search

Related Definitions

Related to Series 1 Vesting Event