Liquidity Rights. (a) Each Member shall have the right (the “Liquidity Right”): (i) from and after the fourth anniversary of the Effective Date; (ii) upon the occurrence of a Deadlock; and (iii) upon the occurrence of a Terminable Event with respect to such Member, exercisable by written notice (the “Liquidity Notice”) to the other Member (the “Notice Member”), to require the Company and/or the Notice Member to purchase all (but not less than all) of its Interests. In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price for the Hotel on an unencumbered basis (the “Floor Value”). Upon receipt of such Liquidity Notice, the Company shall conduct a market test to determine the actual fair market value of the Hotel (the “Actual Value”) in accordance with Section 8.6 hereof.
Liquidity Rights. 34 Section 4.6
Liquidity Rights. (a) If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “Liquidity Right Threshold”) occurring during the 180 days prior to the Liquidity Right Measurement Date (the “Measurement Period”) and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors shall have the rights, subject to the limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by the Investors on the date of such notice (a “Liquidity Notice”). The Liquidity Notice shall set forth the names of the Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.
Liquidity Rights. 4.1 Subject to market conditions, Shareholders will have the right to request that the Company takes the necessary actions to, observing any occasional lock-up period pursuant to the Novo Xxxxxxx Listing Rules, make a subsequent public offer, that is a public offer for the secondary distribution of shares issued by the Company, including part of the Shares, coordinated by one or more investment banks or other financial institutions and with the Company’s support in the structuring process (“Subsequent Offer”).
Liquidity Rights. (a) Following the fourth anniversary of the date hereof, in the event the Corporation has not completed a Qualified IPO, (i) any of DLJ, GSCP or Providence, or (ii) Tyco, together with one of DLJ, GSCP or Providence (a "Section 10 Seller"), may require the Corporation (provided the Corporation does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Shares held by the Section 10 Seller and its Investor Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the Corporation, whether by means of a sale of all or substantially all of the Shares of the Corporation, a merger, a sale of all or substantially all of the assets of the Corporation, or other business combination transaction to a third party not affiliated with the Investor exercising the Section 10 Offer (the "Acquiror").
Liquidity Rights. (a) Section 5 (Exercise of the EAR) of the 2020 Agreement is hereby deleted and replaced in its entirety as follows: “Exercise of the EAR. Any unexercised, vested and non-forfeited portion of the EAR shall be exercised automatically upon the occurrence of a Change in Control or Corporate Transaction. Notwithstanding the foregoing, (i) the Company Board (subject to receipt of the written consent of NMP V) may in its sole discretion permit earlier exercise of any vested and non-forfeited portion of the EAR upon the request of CCH and (ii) (x) in the event that 100% of Target III is achieved during the Target III Measurement Period, (y) neither CCH nor any of its applicable Affiliates has terminated the CCA or SOW No. 7 either for convenience or in connection with a Change in Control of Vendor (as defined in Section 13.4 of the CCA) (any such termination, a “Termination Event”) prior to the applicable NMP Selldown Event (as defined below) and (z) the NMP Entities have received the full amount of the NMP Preference Amount from the sale or 115166955_2 transfer of equity securities of Signify Health, if any NMP Entity sells or otherwise transfers all or any portion of the equity securities of Signify Health held by such NMP Entity to a Third Party (after receiving the NMP Preference Amount in full), including, for the avoidance of doubt, through public sale(s) on the open market (any such sale or transfer, “NMP Selldown Event”), CCH shall have the right to exercise that portion of the unexercised, vested and non-forfeited portion of the EAR equal to the NMP Selldown Percentage (i.e., if the NMP Selldown Percentage is equal to ten percent (10%), CCH shall have the right to exercise ten percent (10%) of the then-unexercised, vested and non-forfeited portion of the EAR). For the avoidance of doubt, if a Termination Event occurs prior to any NMP Selldown Event, CCH’s right to exercise a portion of the EAR pursuant to the immediately preceding clause (ii) in connection with such NMP Selldown Event shall automatically be forfeited with no further obligation on the Company in respect thereof; provided, that any portion of the EAR previously exercised in connection with any NMP Selldown Event(s) that occurred prior to the Termination Event shall not be affected by this forfeiture. Notwithstanding anything to the contrary contained herein, if a NMP Selldown Event (i) results in the NMP Entities receiving aggregate proceeds in excess of the NMP Preference Amount (when tak...
Liquidity Rights. (a) Following November 23, 2004, in the event the Company has not completed a Qualified Public Offering, any Shareholder holding more than 10% of the Common Shares outstanding at such time held by Shareholders (a "Section 4.5 Seller"), may require the Company (provided the Company, by vote of a majority of disinterested Directors, does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Common Shares held by the Section 4.5 Seller and its Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction") a sale of the Company, whether by means of a sale of all or substantially all of the Common Shares of the Company, a merger, a sale of all or substantially all of the assets of the Company, or other business combination transaction to a third party not affiliated with the Shareholder exercising the Section 4.5 Offer (the "Acquiror").
Liquidity Rights. 27 ARTICLE V Termination
Liquidity Rights. (a) At any time from and after the fifth anniversary of the Funding, holders of at least 75% of the then outstanding shares of Series B Preferred Stock and shares of Series C Preferred Stock, considered as a single class, shall have the right to submit a request in writing (a "Liquidity Request") that the Company initiate a Recapitalization. The Company shall complete a Recapitalization, or at its sole election, a Remarketing within 120 days of receipt of a Liquidity Request. The Company shall notify the holders of the Series B Preferred Stock within 30 days of receipt of a Liquidity Request whether it has elected to complete a Recapitalization or a Remarketing. "
Liquidity Rights. (a) At any time after six (6) years from August 23, 2019, the SL Stockholders shall have the right to demand that the Company (i) effect a Public Offering, (ii) initiate a Sale Transaction or (iii) pursue a “dual-track” process with respect to both a Public Offering and a Sale Transaction (it being understood that the SL Stockholders shall ultimately determine whether to complete a Public Offering or a Sale Transaction).
