Liquidating Event. In the event of the proposed dissolution or liquidation of the Company, or in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off (each, a "Liquidating Event"), the Committee may provide that the holder of any Stock Options then exercisable shall have the right to exercise such Stock Options (at the price provided in the agreement evidencing the Stock Options) subsequent to the Liquidating Event, and for the balance of its term, solely for the kind and amount of shares of Stock and other securities, property, cash or any combination thereof receivable upon such Liquidating Event by a holder of the number of shares of Stock for or with respect to which such Stock Options might have been exercised immediately prior to such Liquidating Event; or the Committee may provide, in the alternative, that each Stock Option granted under the Plan shall terminate as of a date to be fixed by the Board; provided, however, that not less than 30 days written notice of the date so fixed shall be given to each Optionee and if such notice is given, each Optionee shall have the right, during the period of 30 days preceding such termination, to exercise his or her Stock Options as to all or any part of the shares of Stock covered thereby, without regard to any installment or vesting provisions in his or her Stock Options agreement, on the condition, however, that the Liquidating Event actually occurs; and if the Liquidating Event actually occurs, such exercise shall be deemed effective (and, if applicable, the Optionee shall be deemed a shareholder with respect to the Stock Options exercised) immediately preceding the occurrence of the Liquidating Event (or the date of record for shareholders entitled to share in such Liquidating Event, if a record date is set).
Liquidating Event. If a Liquidating Event occurs in a Partnership taxable year, Net Income and Net Loss (or, if necessary, separate items of income, gain, loss and deduction constituting such Net Income and Net Loss) for such taxable year and any prior taxable years (to the extent permitted by Section 761(c) of the Code) shall be allocated among the Holders in such amounts as will cause, to the greatest extent possible, the Capital Account of each Non-AIR Holder to equal the amount such Non-AIR Holder would be entitled to receive were such Holder to require the Partnership to redeem all of such Holder’s Partnership Common Units pursuant to Section 8.6. If the Gross Asset Values of the Partnership’s assets are adjusted in accordance with subparagraph (b) of the definition of “Gross Asset Value,” after items are allocated pursuant to Sections 6.2A(1) and (2) and Section 6.2B, such adjustments shall be allocated in accordance with this Section 6.2D. Notwithstanding anything to the contrary in this Agreement, the Partnership Representative in its discretion is expressly authorized to take any action necessary or appropriate to comply with the Partnership Audit Procedures, and to appropriately allocate the burden of any assessments thereunder among the Partners (as determined in the sole good faith judgment of the General Partner).
Liquidating Event. Any of the following shall be considered a "LIQUIDATING EVENT" and shall entitle the holders of the Preferred Stock and the Common Stock to receive promptly, in cash, securities or other property, those amounts specified in Section 3(a) of this Certificate and valued as provided in Section 3(b) of this Certificate:
Liquidating Event. As defined in Section 14.1.
Liquidating Event. A Liquidating Event shall mean a (i) firm ----------------- commitment underwritten public offering of the Company's securities under the Securities Act of 1933, as amended, (ii) transaction or series of transactions in which the Company consolidates or merges with any other business entity, after which the holders of the company's outstanding equity securities immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stocks or other equity interests representing a majority of the voting power of the surviving business entity or (iii) sale of all or substantially all of the assets or capital stock of the Company.
Liquidating Event. The Company shall dissolve and commence winding up and liquidating only upon the action by written consent of Members holding at least a majority of the Voting Units determining to dissolve the Company (a “Liquidating Event”).
Liquidating Event. The Company shall dissolve and commence winding up and liquidating upon, and only upon the first to occur of the following events ("Liquidating Events").
Liquidating Event. 7 1.47 Liquidation Year(s) . . . . . . . . . . . . . . . . . . . . 7 1.48 Managing General Partner. . . . . . . . . . . . . . . . . . 7 1.49 Majority Vote of the Partners . . . . . . . . . . . . . . . 7 1.50 NCCI. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.51 NCCI Purchase Agreement . . . . . . . . . . . . . . . . . . 8 1.52 Net Available Cash. . . . . . . . . . . . . . . . . . . . . 8 1.53 Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.54
Liquidating Event. Upon any liquidation, dissolution, or winding up of the Company (a “Liquidation Event”), the entire remaining principal balance and accrued but unpaid interest on all outstanding Notes under this Agreement may, at the option of the Holder, automatically become immediately due and payable and be immediately convertible by holder into shares of stock without notice of any kind from the holders of such Notes. Each such indebtedness to a Note holder must be paid in stock before the Company may distribute any amounts or property to any Shareholders of the Company.
Liquidating Event. In the event of a Liquidating Event, the Holder may by written notice to the Company (an “Election Notice”) either:
