Liquidation Transaction definition

Liquidation Transaction means any sale of assets of the Partnership in contemplation of, or in connection with, the liquidation of the Partnership.

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Liquidation Transaction means any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or the consolidation or merger of the Company into or with any other entity or entities which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to be issued or paid by any such entity or affiliate thereof (other than a merger to reincorporate the Company in a different jurisdiction) in which the stockholders of the Company immediately prior to such consolidation or merger do not own a majority of the voting power of the Company or the surviving corporation immediately after such consolidation or merger, or any transaction or series of related transactions to which the Company is a party in which a majority of the Company’s voting power is transferred (other than a capital raising transaction or transfers to affiliated parties), or the sale, exclusive license, lease, abandonment, transfer or other disposition by the Company of all or substantially all its assets.

Liquidation Transaction means, unless voted to be treated otherwise by a Preferred Majority Interest, a Sale of the Company.

Examples of Liquidation Transaction in a sentence

• The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes.

• Upon the liquidation, dissolution or winding up of the Corporation, or the occurrence of a Liquidation Transaction, the assets of the Corporation shall be distributed as provided in Section 2 of Article IV(B).

• In case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any Liquidation Transaction, the Company shall provide to Holder ten (10) days advance written notice of such reorganization, reclassification or Liquidation Transaction.

• Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than 10 days after the Corporation has given the first notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein.

• Contributor hereby consents to the Liquidation Transaction and agrees to the admission of the Liquidating LLC Members as members in the LLC.

More Definitions of Liquidation Transaction

Liquidation Transaction has the meaning set forth in the Company’s certificate of designations of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on or around the date hereof.

Liquidation Transaction shall have the meaning set forth in the Restated Certificate.

Liquidation Transaction means, unless voted to be treated otherwise by a Preferred Majority Interest, a Sale of the Company. “Managed Practice” has the meaning ascribed to such term in the Class D Purchase Agreement.

Liquidation Transaction means the approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Liquidation Transaction means any of the following transactions: (a) a liquidation, dissolution or winding up, whether voluntary or involuntary, of the Company; (b) a consolidation or merger of the Company with any other Person; (c) a transaction or series of related transactions pursuant to which or as a result of which a single Person (or a Person together with its Affiliates) acquires or holds Equity Securities of the Company representing a majority of the outstanding Equity Securities of the Company (on a fully converted basis); or (d) a sale, license, lease or transfer of all or substantially all of the Company’s assets.

Liquidation Transaction has the meaning set out in Section 5.08(1).

Liquidation Transaction means a liquidation, dissolution, or winding up of the Company, or the Company’s sale, lease, conveyance, or other disposition of all or substantially all of its property or business or merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Company). All payments made by the Company on this Note will be applied first to the payment of accrued but unpaid interest on this Note and then to the reduction of the unpaid principal amount of this Note.