Liquidation Event Effective Time definition

Liquidation Event Effective Time has the meaning provided in subsection 5.12(c) hereof.
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Liquidation Event Effective Time has the meaning ascribed thereto in Section 5.12(c);
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Liquidation Event Effective Time has the meaning provided in subsection 5.12(c) hereof. "List" has the meaning provided in Section 4.6 hereof. "Officer's Certificate" means, with respect to Devon or Northstar, as the case may be, a certificate signed by any one of the Chairman of the Board, the Vice-Chairman of the Board (if there be one), the President or any Vice-President of Devon or Northstar, as the case may be. "Person" includes an individual, body corporate, partnership, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal representative. "Plan of Arrangement" has the meaning provided in the Exchangeable Share Provisions. "Redemption Call Right" has the meaning provided in the Exchangeable Share Provisions. "Retracted Shares" has the meaning provided in Section 5.7 hereof. "Retraction Call Right" has the meaning provided in the Exchangeable Share Provisions. "Subsidiary" has the meaning provided in the Exchangeable Share Provisions. "Support Agreement" means that certain support agreement made as of even date hereof by and between Devon and Northstar. "Trust" means the trust created by this agreement. "Trust Estate" means the Voting Share, any other securities, the Exchange Put Right, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this agreement. "Trustee" means CIBC Mellon Trust Company and, subject to the provisions of Article 10 hereof, includes any successor trustee or permitted assigns. "Voting Rights" means the voting rights attached to the Voting Share. "Voting Share" means the one share of Devon Special Voting Stock, U.S. $0.10 par value, issued by Devon to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of Devon Common Stock equal to the Aggregate Equivalent Vote Amount. 1.2
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Examples of Liquidation Event Effective Time in a sentence

  • To effect such automatic exchange, Parent or Subco, as determined by Parent and notified in writing to the Trustee, or upon failure of such notice, Parent, shall be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Time and held by Holders, and each Holder shall be deemed to have sold the Exchangeable Shares held by it at such time, for a purchase price per share equal to the Exchangeable Share Price applicable at such time.

  • To effect such automatic exchange WCL shall be deemed to have purchased each Exchangeable Share outstanding immediately prior to the Liquidation Event Effective Time, and held by the Holders, and each Holder shall be deemed to have sold the Exchangeable Shares held by it at such time, free and clear of any lien, claim or encumbrance, for a purchase price per share equal to the Exchangeable Share Price applicable at such time.

  • The Automatic Exchange Rights shall represent an agreement on the terms set out herein between Callco and the Trustee (acting on behalf of the Beneficiaries) that Callco will purchase and be deemed to purchase the outstanding Exchangeable Shares immediately prior to the Liquidation Event Effective Time.

  • In order that the Holders will be able to participate on a pro rata basis with the holders of RVI Common Stock in the distribution of assets of RVI in connection with a Liquidation Event, immediately prior to the effective time (the "Liquidation Event Effective Time") of a Liquidation Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of RVI Common Stock.

  • The Claimant’s patent does not constitute an “investment” protected by the BIT, and thus the Fair and Equitable Treatment standard cannot be applied.

  • The closing of the transaction contemplated by Section 4.3 hereof shall be deemed to have occurred immediately prior to the Liquidation Event Effective Time, and each Holder shall be deemed to have transferred to WCL all of the Holder's right, title and interest in the Exchangeable Shares and shall cease to be a Holder of such Exchangeable Shares and WCL shall deliver to the Holder the Exchangeable Share Consideration deliverable upon the automatic exchange of Exchangeable Shares.


More Definitions of Liquidation Event Effective Time

Liquidation Event Effective Time has the meaning ascribed thereto in Section 4.3 hereof.
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Liquidation Event Effective Time has the meaning provided in subsection 5.13(c) hereof. "LIST" has the meaning provided in Section 4.7 hereof. "OFFICER'S CERTIFICATE" means, with respect to Parent or the Company, as the case may be, a certificate signed by the Chief Executive Officer or Chief Financial Officer of Parent or the Company, as the case may be and, with respect to Subco, a certificate signed by the President or Treasurer of Subco. "PARENT COMMON STOCK" means a share of common stock of Parent, par value US$.01. "PARENT CONSENT" has the meaning provided in Section 4.3 hereof. "PARENT MEETING" has the meaning provided in Section 4.3 hereof. "PARENT SPECIAL VOTING STOCK" has the meaning provided in the recitals hereto. "PARENT SUCCESSOR" has the meaning provided in subsection 11.1(a) hereof. "PERSON" includes an individual, body corporate, partnership, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal representative. "PLAN OF ARRANGEMENT" has the meaning provided in the recitals hereto. "REDEMPTION CALL RIGHT" has the meaning provided in the Plan of Arrangement. "RETRACTED SHARES" has the meaning provided in Section 5.8 hereof. "RETRACTION CALL RIGHT" has the meaning provided in the Exchangeable Share Provisions. "SUBSIDIARY" has the meaning provided in the Exchangeable Share Provisions. "SUPPORT AGREEMENT" means that certain support agreement made as of even date hereof by and between Parent, Subco and the Company. "TRUST" means the trust created by this Agreement. "TRUST ESTATE" means the Voting Share, any other securities, the Exchange Put Right, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement. "TRUSTEE" means Montreal Trust Company of Canada and, subject to the provisions of Article 10 hereof, includes any successor trustee or permitted assigns. "VOTING RIGHTS" means the voting rights attached to the Voting Share. "VOTING SHARE" means the one share of Parent Special Voting Stock issued by Parent to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of Parent Common Stock equal to the Aggregate Equivalent Vote Amount. 1.2
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Liquidation Event Effective Time means the effective time of a Liquidation Event.
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Liquidation Event Effective Time has the meaning provided in Section 9.7 hereof.
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Liquidation Event Effective Time and "Pubco Successor".
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Related to Liquidation Event Effective Time

  • Liquidation Event With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • First Effective Time has the meaning specified in Section 2.02.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Company Termination Event means any of the following:

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Early Dissolution Event has the meaning specified in Section 9.2.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.

  • In-Kind Distribution Date means , .

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Event Termination Date See Section 2(e) hereof.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.