Monetization Event definition
Monetization Event means: (i) the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly, effects any merger or consolidation of the Company with or into another Person in which the Company is not the surviving Person; (ii) the consummation of a transaction or series of transactions pursuant to which the Company and its subsidiaries, taken as a whole, directly or indirectly, effect any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; (iii) the consummation of any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their Ordinary Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of the Equity Interests of the Company; (iv) the consummation of a transaction or series of transactions pursuant to which the Company, directly or indirectly, effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property; (v) the consummation by the Company, directly or indirectly, in a transaction or series of transactions, of a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the issued and outstanding Ordinary Shares or 50% or more of the voting power of the Equity Interests of the Company; or (vi) the liquidation, dissolution or winding down of the Company.
Monetization Event means a final sale or disposition of one or more Series Assets of a Series, and designated a Monetization Event by the Managing Member of such Series.
Monetization Event means (i) any sale, lease, exclusive license, exchange, consolidation, merger, corporate reconstruction, amalgamation, demerger, assignment, arrangement, composition, conveyance, or transfer of (x) more than 15% of the book value of the aggregate assets of any TBG Entity to a Third Party or (y) more than 15% of the equity (whether voting or non-voting) of any TBG Entity to a Third Party, or (ii) any consolidation with or merger or amalgamation of any TBG Entity with or into any Third Party, in each case of clauses (i) or (ii), whether in a single transaction or a series of related transactions, directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to a merger, corporate reconstruction, amalgamation, arrangement, composition, reorganization, dissolution, consolidation, bankruptcy, judicial process, or otherwise.
Examples of Monetization Event in a sentence
To the extent that this Agreement and the Note Purchase Agreement both require mandatory prepayments following the occurrence of an Equity Monetization Event as described in clause (e) of this Section 2.7, the parties agree that such mandatory prepayments shall be made on a Ratable Basis (as defined in the Intercreditor Agreement) subject to and in accordance with the Intercreditor Agreement (including, for the avoidance of doubt, Section 5.15(a) of the Intercreditor Agreement).
Notwithstanding the foregoing, for any Taxable Year ending prior to the date of any Fundamental Change or Monetization Event, this Section 4.5 shall be applied as if clause (a)(ii) of the definition of “Base Preferred Return Amount” were not part of this Agreement.
For the avoidance of doubt, no proceeds from the sale of any Hotel Property prior to a Distribution Triggering Monetization Event or, if no Distribution Triggering Monetization Event has occurred prior to the Final Payment Date, the Final Payment Date that is not a Qualifying CVR Asset Pool Sale shall be included in the calculation of the Total CVR Pool Amount.
At least five Business Days before each Monetization Payment Offer Date, the Company shall give written notice setting forth each Monetization Event which has occurred since the previous Monetization Payment Notice Date to each holder of Notes.
Notwithstanding anything in this Agreement to the contrary, none of the Company, the CVR Holding Company or any of their Subsidiaries or Affiliates (including the Supporting Stockholder or any of its Affiliates) shall be in any way obligated or required to pursue, discuss, negotiate or consummate any Monetization Event or any transactions or series of transactions that is intended to or likely to lead to a Monetization Event.
More Definitions of Monetization Event
Monetization Event means a final sale or disposition of the assets held by a particular series of our Company. Pursuant to our operating agreement, any amounts available for distribution following a Monetization Event after payment to the Managing Member of accrued Management Fees up to the date of the Monetization event, Operating Expenses, the creation of such reserves as the Managing Member deems necessary, and after payment of any other fees, costs and liabilities (as determined by the Managing Member in its sole discretion), will be applied and distributed as follows:
Monetization Event means any of the following: (a) the sale of all or any portion of the Management Group Entities’ business or assets (as part of an extraordinary capital transaction); (b) a public offering of all or any portion of the equity securities of a Management Group Entity (or interests in a feeder, successor or subsidiary entity pursuant to a Corporate Conversion); (c) a sale or issuance of equity interests or other transaction of a Management Group Entity that results in all or a majority of the aggregate economic ownership of such entity being held by any third-party investor; (d) any transaction or series of related transactions that results in the reduction of IFMI’s Units below a majority of the then-outstanding Units thereof; or (e) any derivative or other transaction with similar effect to any of the foregoing as reasonably determined by the General Partner.
Monetization Event means a final sale or disposition of one or more series assets of a series, and designated a Monetization Event by our Manager.
Monetization Event means (i) the consummation of a Change-of-Control Monetization Event, (ii) the consummation of any transaction that does not constitute a Change-of-Control Monetization Event pursuant to which, directly or indirectly, on a cumulative basis following consummation of such transaction, All or Substantially All of the Assets included in the CVR Asset Pool have been sold or otherwise disposed of subsequent to the Effective Date, other than any disposition of all of the Hotel Properties comprising the CVR Asset Pool then owned directly or indirectly by the Company to an Affiliate of the Company or the Supporting Stockholder as part of a reorganization, restructuring or similar transaction that is (x) not treated as a liquidity event for the Supporting Stockholder or its Affiliates that are shareholders of the Company participating in such transaction (as determined by the Supporting Stockholder in good faith) and (y) approved by the Independent Director(s) or, if there are more than two Independent Directors, a majority of the Independent Directors (which approval may be given at any meeting of the Board of Directors or any committee thereof or pursuant to any action taken by written or electronic consent by the Board of Directors or any committee thereof); provided that in the event of any such disposition to an Affiliate of the Company or the Supporting Stockholder that is not the Company or a Subsidiary of the Company, this Agreement shall be assigned to the transferee in accordance with Section 4.5, or (iii) a sale or other disposition of assets remaining in the CVR Asset Pool that occurs subsequent to a Distribution Triggering Monetization Event but prior to the Final Payment Date.
Monetization Event means any transaction or series of transactions in which the Company Group receives proceeds or consideration in respect of a Designated Investment, as determined by the Committee, including, without limitation a sale, disposition or other transfer of some or all of the Company’s interests in a Designated Investment (other than to a member of the Company Group), a recapitalization or special dividend, or a change in control or similar transaction; provided, however, that a Monetization Event shall not include the receipt by the Company Group of regular or ordinary dividends or distributions in respect of a Designated Investment.
Monetization Event means the consummation of an IPO or Monetization Sale.
Monetization Event means any transaction or event that results in Net Proceeds.