Value Event means, with respect to any Person, the occurrence of any of the following events: (a) any merger or consolidation of such Person with or into any other Person, (b) any Asset Sale of such Person, (c) a Change of Control of such Person (other than a Change of Control with respect to which the Administrative Agent has granted its prior written consent), and (d) any act of dissolution or termination of the Company.
Value Event means the transfer by Parnell or its Related Bodies Corporate of the Marketing Authorisation granted to Parnell in respect of the Product In the Territory (including where the transfer of this authorisation makes up only a part of the assets or property sold and/or the Territory makes up only a part of the jurisdiction to which the sale or disposal relates) that results (or will result) in:CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Value Event is an Advertiser Event that allows the Advertiser to track return on investment for a Lead or Sale by an End User without setting a commission for an Affiliate. All other initially capitalized terms shall have the meanings assigned to them in this Agreement.
Examples of Value Event in a sentence
You will not benefit from any future exposure to the Index after the occurrence of a Zero Value Event.
For the avoidance of doubt, Principal Proceeds received in connection with the sale of any Portfolio Investment pursuant to Section 1.04 following a Market Value Event shall be used to prepay Advances as set forth therein at the written direction of the Administrative Agent.
The Financing Commitments shall terminate on the earliest of (a) the last day of the Reinvestment Period, (b) the Maturity Date and (c) the occurrence of a Market Value Event (or, if earlier, the date of termination of the Financing Commitments pursuant to Article VII).
Upon the occurrence of a Zero Value Event, investors will likely lose all or substantially all of their investment.
Upon the occurrence of a Zero Value Event, investors will lose their entire investment.
More Definitions of Value Event
Value Event means any of the following events: (a) any merger or consolidation of the Company with or into any corporation that is not an Affiliate of the Company, (b) any sale or disposition of all or substantially all the assets of the Company to a Person other than an Affiliate of the Company, except for any bona fide sale-leaseback of one or more clubs currently owned by the Company, (c) any public offering by the Company of Common stock involving an aggregate offering price of at least $1,000,000 and with respect to which either (i) no Piggy-Back Shares were requested to be registered pursuant to Article V hereof, or (ii) fewer than 50% of the number of Piggy-Back Shares which were requested to be registered were included in such registration, or (d) any sale or other disposition in a single transaction or a series of related transactions by the -5- 6 Company or an Affiliate of the Company of shares of Common Stock constituting more than 25% of the number of shares of Common Stock then outstanding (other than to an Affiliate of the Company).
Value Event means any of the following events: (a) any merger or consolidation of the Company or any Subsidiary with or into any corporation that is not the Company or a wholly-owned Subsidiary of the Company which results in a Change in Control, (b) any sale or disposition of all or substantially all the assets of the Company or any Subsidiary to a Person other than the Company or a wholly-owned Subsidiary of the Company, or (c) any sale or other disposition by the Company or an Affiliate of the Company of shares of Common Stock constituting (on a cumulative basis) more than 33.33% of the number of shares of Common Stock on a fully diluted basis plus shares of capital stock issued after the Closing Date then outstanding (other than to an Affiliate of the Company) calculated without including the sale, if any of the Warrant Shares.
Value Event means any of the following events: (a) any merger or consolidation of the Company with or into any corporation that is not an Affiliate of the Company where the stockholders of the Company would own less than 50% of the outstanding convertible common stock or common stock of the survivor after the merger, (b) any sale or disposition of all or substantially all the assets of the Company to a Person other than an Affiliate of the Company, (c) any public offering by the Company of Convertible Common Stock or Common Stock, or (d) any sale or other disposition by the Company or an Affiliate of the Company of shares of Convertible Common Stock or Common Stock constituting (on a cumulative basis) more than 50% of the number of shares of Convertible Common Stock or Common Stock then outstanding (other than to an Affiliate of the Company or any of the existing stockholders of the Company).
Value Event means any of (i) the sale to an unrelated third party of (A) all or a majority of the Common Stock owned by affiliates of Berkshire Partners LLC or (B) all or substantially all of the capital stock or assets of the Company (other than in a reincorporation transaction), (ii) the sale of the Company's equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (a "Registered Offering"), (iii) a transaction pursuant to which the Company incurs additional Indebtedness or other financing, the proceeds of which are used to fund a recapitalization or other similar transaction pursuant to which all or substantially all of the stockholders of the Company receive aggregate distributions equal to or greater than thirty-five percent (35%) of the aggregate cost basis of their shares, provided that such distributions, together with the value of the shares retained by such stockholders, are equal to or greater than the aggregate cost basis of the shares (provided that this clause (iii) shall not be triggered in connection with the repurchase by the Company of any shares of Common Stock pursuant to the provisions of Section 2.2 of the Company's Stockholders' Agreement (as defined in Section 11)) or (iv) any transaction or series of related transactions which would have a similar effect to the transactions contemplated by clauses (i), (ii) or (iii) above; provided, however, that a Registered Offering shall only be a Value Event if (x) the registration statement for such Registered Offering includes stockholders of the Company as selling stockholders or (y) if the registration statement for such Registered Offering does not include shares of Common Stock being sold for the benefit of stockholders of the Company, and within the period which expires on the first to occur of 18 months following the consummation of such Registered Offering and November 26, 2000, affiliates of Berkshire Partners LLC shall sell any shares of Common Stock in the public markets (whether pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or pursuant to a subsequent Registered Offering).
Value Event means either or both of (i) the public announcement by Buyer of the acknowledgement and agreement with the FDA of the material parameters of Phase 3 clinical trials for one or more indications of TOCOSOL Paclitaxel, or (ii) the public announcement by Buyer of a collaboration agreement between Buyer and a third party with respect to the development, marketing or manufacturing of TOCOSOL Paclitaxel which includes material present or future consideration payable by such third party to Buyer, whether in the form of up front payments, future milestone payments, reimbursements of clinical trial or other development expenses, royalties or investments. Promptly following the final determination of the number of Consideration Shares, if any, to be reallocated from the Closing Date Purchase Price to the Earn-Out Payments, the resulting Consideration Shares constituting the Closing Date Purchase Price shall be released from the Reallocation Escrow Sub-Account by the Escrow Agent and delivered to Sellers and the Derivative Securities Holders who exercise their Derivative Securities on or before Closing Date in the proportions set opposite their respective names on Schedule 1.
Value Event has the meaning set forth in Section 1.3(c). * * * * * 66
Value Event means any of the following events: (a) any merger or ----------- consolidation of the Company or any Subsidiary with or into any corporation that is not the Company or a wholly-owned Subsidiary of the Company, (b) any sale or disposition of all or substantially all the assets of the Company or any Subsidiary to a Person other than the Company or a wholly-owned Subsidiary of the Company, (c) any public offering by the Company or any subsidiary of Capital Stock or Convertible Securities, (d) any sale or other disposition by the Company or an Affiliate of the Company of shares of Capital Stock constituting (on a cumulative basis) more than 20% of the number of shares of such class of Capital Stock then outstanding (other than to an Affiliate of the Company) or (e) any sale or other disposition of the capital stock of any Subsidiary (either in one sale or in a series of sales) constituting more than 20% of the outstanding capital stock of any Subsidiary.