Liquidity Right. 33 SECTION 9.14 Certain Limitations on the Parent's Obligations to Purchase Shares.......................................34 ARTICLE X
Liquidity Right. (a) Prior to a Public Offering, as long as this Agreement shall remain in effect, if Xxxxxx X. Xxxx ceases to serve as Chairman or Chief Executive Officer of the Company or the Parent, or the employment with the Company of any of Xxxxx Xxxx or Xxxxx X. Xxxx (together with Xxxxxx X. Xxxx, the "Xxxx Employees") ceases for any reason (including, but not -------------- limited to, a cessation under the circumstances set forth in Section 3.11(b) hereof) (a "Liquidity Event"), then such Xxxx Employee, such Xxxx --------------- Employee's executor or estate, or the trustees of the Xxxx Family Trust or the Xxxxx Xxxx Trust shall have the right, subject to the provisions of Section 3.12 hereof, at any time, upon at least four business days' written notice, following the date of the cessation of the employment of such Xxxx Employee, to sell to the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons), and the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) shall be required to purchase (subject to the provisions of Section 3.12 hereof), all or part of the shares of Common Stock beneficially owned by such Xxxx Employee (or held by a trust of which such Xxxx Employee is a beneficiary) at a purchase price equal to the product of (x) the total number of shares of Common Stock being sold and (y) a price per share equal to the Fair Market Value as of the date of the Liquidity Notice (as defined below); provided, however, that during any 12- -------- ------- month period, the Parent and the Company shall not, in the aggregate, be required to purchase pursuant to this Section 3.11(a) from all Xxxx Employees, in the aggregate, a number of shares of Common Stock having an aggregate Fair Market Value that exceeds $5 million less the amount of net proceeds received in respect of all shares sold by the Xxxx Employees during such 12-month period pursuant to Sections 3.10 and 3.11(b).
Liquidity Right. (a) (i) For a period of six (6) months after August 2, 2009 with respect to Trott & Trott and Feiwell & Hannoy only, or (ii) for a period of six (6) months after [XXXXX], 2012 with respect to the NDEx Sellers only, each Minority Member will have the right to require the Company to repurchase all or any portion of such Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives a Put Notice hereinafter is referred to as the “Put Delivery Date”. The parties acknowledge and agree that, for purposes of calculating the Repurchase Price, the specified date with respect to the Formula Value Per Common Unit shall be the Put Closing Date (as defined below).
Liquidity Right. (a) Prior to a Public Offering, as long as this Agreement or the Stockholders' Agreement shall remain in effect, if Xxxxxx X. Xxxx ceases to serve as Chairman or Chief Executive Officer of the Company or Parent or the employment with the Company of any of Xxxxx Xxxx or Xxxxx X. Xxxx (together with Xxxxxx X. Xxxx, the "XXXX EMPLOYEES") ceases for any reason (including, but not limited to, a cessation under the circumstances set forth in Section 9.13(b) hereof) (a "LIQUIDITY EVENT"), then, to the extent such Xxxx Employee exercises its rights under Section 3.11(a) of the Stockholders' Agreement and such Allocated Shares allocated to such Xxxx Employee are to be acquired by the Parent (or, at the option of such Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) or exchanged for shares of preferred stock pursuant to Section 3.12 of the Stockholders' Agreement, the LLC will distribute to such Xxxx Employee such Allocated Shares, and such Xxxx Employee shall have the right to sell to the Parent or the Company, and the Parent or the Company shall be required to purchase (subject to the provisions of Section 3.12 of the Stockholders' Agreement), such Allocated Shares in accordance with Section 3.11(a) of the Stockholders' Agreement.
Liquidity Right. 32 Page ---- ARTICLE X
Liquidity Right. The Founders, or their Permitted Transferees, holding a majority of the outstanding common stock held by Founders and Founders’ Permitted Transferees (assuming conversion of all preferred stock and other securities convertible into common stock) shall have the right, upon written notice to Generex, to requiredGenerex to permit or undertake a Corporation Liquidity Event. “Founders” means Xxxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxx and _________. “Corporation Liquidity Event” means one of the following approved by the Board and consented to by a majority of the holders of each class of the Corporation’s outstanding capital stock, voting by class: (a) an initial public offering of Regentys Corporation common stock followed by listing on a recognized national exchange, provided that either (i) the market value of the aggregate outstanding common stock after the initial public offering, assuming the shares are valued at the initial public offering price, is at least $100 million, of the Corporations net revenues, determine under GAAP, were $100 million or more in its most recent fiscal year OR (b) a purchase of substantially all of the stock or assets of Corporation by Generex, or merger or similar business combination with or by an unrelated third party, in which the Shareholder will each at least an amount equal to three times the Company’s fair market value [as of when?]. In addition, upon the departure of Xxxxxx Xxxxxxx as CEO of Generex, ____________.
Liquidity Right. (a) Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(b).
Liquidity Right. 1. For a period of six (6) months after the earlier of (i) the eighth (8th) anniversary of the date hereof, (ii) the second (2nd) anniversary of the effective date of a Dxxxx Media IPO or (iii) the closing of a Dxxxx Media Sale Transaction, the Firm will have the right to require the Company to repurchase all or any portion of the Firm’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives the Put Notice hereinafter is referred to as the “Put Delivery Date”.
Liquidity Right. (a) For a period of six (6) months after the earlier of (i) Mxxxx 00, 0000, (xx) the second (2nd) anniversary of the effective date of a Dxxxx Media IPO or (iii) the closing of a Dxxxx Media Sale Transaction, a Minority Member (each an “Exiting Minority Member” and collectively the “Exiting Minority Members”) will have the right to require the Company to repurchase all or any portion of such Exiting Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives the Put Notice hereinafter is referred to as the “Put Delivery Date”.
Liquidity Right. (a) For a period of six (6) months after the fourth anniversary of the Closing Date (as defined in the NDEx Equity Purchase Agreement) with respect to the NDEx Sellers, each Minority Member will have the right to require the Company to repurchase all or any portion of such Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives a Put Notice hereinafter is referred to as the “Put Delivery Date”. The parties acknowledge and agree that, for purposes of calculating the Repurchase Price, the specified date with respect to the Formula Value Per Common Unit shall be the date of the Put Closing (as defined below).
