Realization Event Sample Clauses
A Realization Event clause defines the specific circumstances under which a party is considered to have realized a gain, loss, or other financial outcome related to an asset or transaction. Typically, this clause outlines events such as the sale, exchange, or other disposition of an asset that trigger the recognition of financial results for accounting or tax purposes. By clearly specifying what constitutes a realization event, the clause ensures both parties understand when financial consequences are recognized, thereby reducing ambiguity and potential disputes over timing and obligations.
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Realization Event. A “Realization Event” shall mean (a) a Qualified Public Offering, or (b) a transaction in which all of Investor’s Warrants and Other Securities are exchanged either for cash or for Other Securities of another Person, provided that such Other Securities are traded on a national securities exchange or the Nasdaq National Market and are not subject to any restrictions under the Securities Act and such Person’s outstanding Other Securities (other than those held by such Person’s Affiliates) have an aggregate public market value of not less than $500 million.
Realization Event. “Realization Event” shall mean the receipt by the Principal Stockholders of Realization Proceeds; provided, however, that there shall be no Realization Event after the occurrence of a Change of Control Transaction, and a Change of Control Transaction shall be the final Realization Event.
Realization Event. (a) Upon and anytime following a Realization Event Trigger, the holders of a majority of all then outstanding Investor Shares (the “Requesting Stockholders”), may deliver a written notice to (i) the Corporation (a “Realization Event Notice”), directing the Corporation to pursue strategic alternatives including a Sale of the Corporation, IPO, recapitalization, refinancing or other similar liquidity event (in each case, a “Realization Event”) and identifying an independent nationally recognized investment bank (the “Investment Bank”) to advise on such strategic alternatives, in accordance with this Section 3.6 or (ii) each of the other Stockholders (a “Stockholder Realization Notice”) indicating that the Requesting Stockholders are electing to pursue a Realization Event that does not require any action by the Corporation (e.g., a Sale of the Corporation via a stock sale) and identifying the Investment Bank. Upon receipt of a Realization Event Notice, the Corporation shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to affect the Realization Event in accordance with this Section 3.6. Upon receipt of a Stockholder Realization Notice, each Stockholder shall reasonably cooperate (at the Corporation’s expense) in taking, or causing to be taken, all actions and doing, or causing to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 3.6.
(b) The Corporation or the Stockholders, as the case may be, shall require the Investment Bank to submit a report to the Requesting Stockholders and the Corporation outlining alternatives for a Realization Event that will achieve the highest value reasonably available. The Corporation and the Stockholders shall reasonably cooperate with the Investment Bank in accordance with any procedures set forth in such report with respect to the proposed Realization Event, shall use their commercially reasonable efforts to reach agreement on the terms and conditions for such Realization Event and will retain independent legal counsel selected by the Requesting Stockholders to advise the Corporation and the Stockholders on such Realization Event.
(c) For purposes of the foregoing, in the event of a disagreement on the terms and conditions for the Realization Event among the Stockholders, the final determination of such terms and conditions shall be made by the Requesting Stockholders, a...
Realization Event. Performance based accelerated vesting shall only be eligible and measured upon one Realization Event; subsequent Realization Events following an initial Realization Event will not be considered for performance-based vesting.
Realization Event. 16 Receivable......................................................... 16