No IPO. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate (i) on December 31, 2005, if the IPO Date does not occur prior to December 31, 2005, or (ii) on such date earlier than December 31, 2005, if any, on which (A) the IPO is finally abandoned or terminated by Lazard or (B) the Class B-1 and Class C Members and Transaction Agreement, dated as of December 12, 2004, terminates. Upon any such termination, this Agreement shall be of no further force and effect and the rights and obligations of the parties hereto shall be governed by the terms of the LLC Agreement and the Amended and Restated Employment Agreement between the Executive and Lazard LLC, dated as of December 16, 2004.
No IPO. Notwithstanding the provision of Section 6.1 above, should the IPO of AZUL Holding not happen within 24 (twenty-four) months from the conclusion of the Due Diligence Exercises (“Deadline”), TRIP’s Shareholders shall have the right to exercise, within 4 (four) days as of the Deadline, the Subscription Warrant - Pre-Money Valuation Adjustment, in order to receive as many Class B preferred shares issued by AZUL Holding as necessary to ensure to TRIP’s Shareholders the ownership of 34.9% (thirty-four point nine percent) of all Class B preferred shares of AZUL Holding.
No IPO. Notwithstanding Section 5(a), in the event that (i) the Executive terminates employment for Good Reason pursuant to Section 4(c)(vii) or (ii) prior to the IPO Date, the Company terminates the Executive’s employment other than for Cause, death or Disability, the Executive shall be entitled, subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Exhibit B, in lieu of any severance benefits under this Agreement, to Tier 1 benefits under the Change in Control Plan as if he had incurred a qualifying termination entitling him to Separation Benefits (as defined in such plan) thereunder; provided that in the event that the Change in Control Plan has not become effective prior to the Date of Termination, such severance benefits shall be based upon the terms of such plan as last publicly filed prior to the Date of Termination (or, if no version has been publicly filed as of the Date of Termination, the terms of the draft version of the plan provided to the Executive on May 11, 2004).
No IPO. CATC shall not have registered shares of its Common Stock ------ under the Act with the Securities and Exchange Commission in connection with an initial public offering of such Shares ("IPO") which registration is effective on or before January 31, 2001.
No IPO. CATC shall not have conducted an IPO on or before January 31, ------ 2001.
No IPO. With respect to the Subsequent Closing, an IPO shall not have been completed.
No IPO. If no IPO is consummated during the Term and the Right is not cancelled pursuant to Section 1(a), the Company shall, within ten (10) business days following the expiration of the Term, pay Holder, as deferred purchase price consideration for the Best Minority Interest and the Best Ventures Minority Interest, Three Million Eight Hundred Ninety-Three Thousand Dollars ($3,893,000) in cash, by certified or official bank check or wire transfer of immediately available funds to an account designated by Holder reasonably in advance.
No IPO. In the event that the Parent has not completed an IPO prior to the Initial Conversion Date, the Investor shall have the option to require the Parent to acquire, as the Investor may elect and as soon as reasonably practicable after such election, all or part of the Investor's Preference Shares by exchanging such Preference Shares for a number of shares of Parent Preferred Stock determined by dividing the aggregate amount paid by the Investor for such Preference Shares by the Parent Preferred Stock Price Per Share.
