Liquidity Right definition

Liquidity Right means the Percentage Purchase Right, the listing of Communication Stock pursuant to Section 1.4 or 1.6, the Dilution Put, the Remainder Put, the Remainder Call and the Expiration Put. If either Publicis or Communication is prohibited under applicable law to sell its shares to True North pursuant to the preceding sentence, then the party not so prohibited shall sell such shares of Communication Stock or other securities to True North pursuant to the preceding sentence. The price per share of Communication Stock to be purchased by True North pursuant to the True North Maintenance Right shall be the per share value of the consideration received by Communication in connection with such Publicis Acquisition. In respect of an event which both gives rise to a Dilution Date and constitutes a Publicis Acquisition, True North must elect between exercising a Percentage Purchase Right under Section 1.5 and exercising a True North Maintenance Right under Section 1.12. If either of such rights is exercised and consummated, True North's rights to (a) request the listing of Communication Stock pursuant to Section 1.6 and (b) exercise the Dilution Put pursuant to Section 1.6.1 shall be extinguished in respect of such event.
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Liquidity Right has the meaning set forth in Section 9.7(a).
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Liquidity Right shall have the meaning set forth in Section 5.3.2(a).
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Examples of Liquidity Right in a sentence

  • 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.

  • 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.

  • H&F Liquidity Right So long as H&F holds at least 25% of its initial number of shares of Parent Common Stock (after giving effect to the Sell-Down), H&F shall have the right to deliver to Parent, from and after the 5-year anniversary of the closing of the Merger, a notice requiring that Parent consummate, at H&F’s election, either (a) an IPO or (b) a sale transaction resulting in a Change of Control as promptly as reasonably practicable after such notification.

  • In the event that True North shall acquire, upon exercise of a Percentage Purchase Right or a True North Maintenance Right, any shares of a class of equity securities other than Communication Stock, such shares shall be includible in any other Liquidity Right (other than the obligation of Communication to list equity securities pursuant to sections 1.4 or 1.6).

  • Prior to exercising a Liquidity Right or a PRRCA Demand Right, Televisa shall deliver written notice to the Strategic Buyer of its intent to sell Shares pursuant to its Liquidity Right or PRRCA Demand Right, as applicable (the “ROFO Notice”).

  • The closing of the purchase of BCP Common Stock and PSIM Common Stock pursuant to the exercise of an Option as provided in Sections 2.1 and 2.2 shall take place on the Exercise Date in the event (a) the Option Price is to be paid wholly in cash or (b) the Option Price is to be paid in part or in whole in Xxxxxx Common Stock and BCP does not exercise the BCP Liquidity Right.

  • Common Stock The closing of the purchase of BCP Common Stock and XXXX Common Stock pursuant to the exercise of an Option as provided in Sections 2.1 and 2.2 shall take place on the Exercise Date in the event (a) the Option Price is to be paid wholly in cash or (b) the Option Price is to be paid in part or in whole in Xxxxxx Common Stock and BCP does not exercise the BCP Liquidity Right.

  • Subject at all times to the provisions of Section 5.5 below, FNDM shall pay or cause to be paid to each Holder exercising his or its Liquidity Rights the applicable price for such Liquidity Shares as shall be equal to the product of multiplying the applicable Liquidity Per Share Price by the applicable number of Liquidity Shares then subject to the Liquidity Right (the “Repurchase Price”) on a date which shall be not later than sixty (60) days following the date of the Liquidity Notice.

  • If an election to participate in the Term Lender Liquidity Right is made on a Ballot that is submitted in compliance with the Solicitation Procedures Order, such Ballot shall be deemed to constitute the Liquidity Rights Notice.


More Definitions of Liquidity Right

Liquidity Right has the meaning given to such term in the Liquidity & Exchange Agreement;
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Liquidity Right means the right in the limited liability company agreement of Atlantic Holdings permitting the holders of the Existing Investor Interests to require Atlantic Holdings to purchase for cancellation the Existing Investor Interests;
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Liquidity Right has the meaning given to that term in Section 3.1;
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Liquidity Right. After the earlier of (i) 10 years or (ii) six months ---------------- after the acquisition financing is fully repaid (other than by way of recapitalization or refinancing), if the Company has not had an event of liquidity (an Initial Public Offering or a Compelled Sale), the Management shareholders will have an annual right, exercisable by notice prior to October 31 of such year, to sell all or a part of their securities to the Company at a price equal to the Fair Market Value (on the same basis as provided in the Company Call) of such securities, as reasonably determined by the Board of Directors. Payment for securities purchased under the Liquidity Right will be in cash, provided that at the option of the Company up to two-thirds of the purchase price may be paid in the form of a two-year note bearing interest at N.Y. prime rate and amortizable 50% on the first anniversary and the balance on the second anniversary. This note will rank junior to any senior and subordinated debt. The Board of Directors may postpone the Liquidity Right if it determines that repurchase of the securities would materially impair the financial health of the Company or violates any financing agreements of the Company.
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Related to Liquidity Right

  • liquidity risk means the risk that a position in the portfolio cannot be sold, liquidated or closed out at limited cost in an adequately short time frame and that the ability of the investment service provider to liquidate positions in an individual portfolio in accordance with the contractual requirements of the portfolio management mandate, is thereby compromised;

  • Class B Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Class B Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Downgrade Advance means an Advance made pursuant to Section 2.02(c).

  • Downgrade Drawing has the meaning assigned to such term in Section 3.6(c).

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Condition means an event of immediate termination or suspension as specified in a Liquidity Facility, upon the occurrence of which the Standby Purchaser is not obligated to purchase Multi-Modal Bonds, and, accordingly, such Bonds are not subject to tender for purchase.

  • Liquidity Amount means, as of any date of determination, the sum of (a) the Aggregate Borrowing Availability as of such date and (b) the Unrestricted Cash Amount as of such date.

  • Class A Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Facility “Liquidity Obligations”, “Loan Trustee”, “Non-Extended Facility”, “Note Purchase Agreement”, “Operative Agreements”, “Participation Agreement”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”, “Scheduled Payment”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Transfer”, “Trust Agreement”, “Trustee”, “Underwriters”, and “Underwriting Agreement”.

  • Replacement Liquidity Facility has the meaning set forth in the Intercreditor Agreement.

  • Applied Downgrade Advance has the meaning assigned to such term in Section 2.06(a).

  • Class A Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Liquidity Agent means any bank or other financial institution acting as agent for the various Liquidity Providers under each Liquidity Agreement.

  • Liquidity Commitment means, with respect to each Liquidity Bank, its commitment to make Liquidity Fundings pursuant to the Liquidity Agreement to which it is a party.

  • Liquidity Provider means each bank or other financial institution that provides liquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.

  • Liquidity Bank means the Person or Persons who provide liquidity support to any Conduit Lender pursuant to a Liquidity Agreement in connection with the issuance by such Conduit Lender of Commercial Paper Notes.

  • Liquidity Facility Provider means a Person that is a party to a Liquidity Facility with the Authority with respect to specified Bonds and whose credit rating by each nationally recognized Rating Agency then rating the Class I Bonds is sufficiently high to maintain the then current rating on such Bonds by such Rating Agency or the equivalent of such rating by virtue of guarantees or insurance arrangements.

  • Liquidity Agreement means any agreement entered into in connection with this Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit Purchaser’s Purchases.

  • Unapplied Downgrade Advance means any Downgrade Advance other than an Applied Downgrade Advance.

  • Liquidity Facilities means, collectively, the Class A Liquidity Facility and the Class B Liquidity Facility.

  • Liquidity Provider Ratings Event means the Liquidity Provider shall fail to maintain at any time short-term debt ratings in one of the two highest rating categories from the Requisite NRSROs.

  • Equipment Notes means, at any time, the Series A Equipment Notes and the Series B Equipment Notes, collectively, and in each case, any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Liquidity Termination Date means the earlier to occur of (a) July 13, 2009, as such date may be extended from time to time by the Lender’s Liquidity Banks in accordance with the Liquidity Agreement, and (b) the occurrence of an Event of Bankruptcy with respect to the Lender.

  • Equipment Note means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.