Partial Liquidity Event definition

Partial Liquidity Event means (i) the issuance of Indebtedness by Borrower (other than the Obligations pursuant to this Agreement or Indebtedness permitted under Section 5.1(b) of this Agreement) with an aggregate principal amount in excess of the Excess Proceeds Amount or (ii) the issuance of equity securities by Borrower (other than equity securities issued pursuant to the Warrant or in connection with the Next Round) to one or more investors for an aggregate purchase price in excess of the Excess Proceeds Amount.

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Partial Liquidity Event the meaning set out in clause 7;

Partial Liquidity Event were substituted for "Full Liquidity Event" in such clause; TV = in relation to any Partial Liquidity Event in respect of which the Transaction Value Threshold has been met or exceeded, the aggregate of the Transaction Value relating to that Partial Liquidity Event and the Transaction Values of all previous Partial Liquidity Events; and PC = in relation to a Partial Liquidity Event, the aggregate amount of all previous Partial Liquidity Contributions made to the Trustee pursuant to this clause 2.7 in respect of the Relevant Employee prior to the Relevant Date of that Partial Liquidity Event; and so that, for the avoidance of doubt, once the Transaction Value Threshold has been met or exceeded, a Partial Liquidity Contribution shall (subject to the other terms of this covenant) be payable in respect of all subsequent Partial Liquidity Events;

Examples of Partial Liquidity Event in a sentence

• For the purposes of this clause 8, each or any of a Partial Liquidity Event, a Full Liquidity Event and a Reorganisation shall constitute an "EVENT".

• All remaining accrued and unpaid interest shall be payable by Borrower to Investment Manager, for the benefit of Lender, on the Maturity Date, upon a Change of Control, Liquidity Event or Partial Liquidity Event, on the date of any prepayment or at such time such amount becomes due and payable in accordance with the terms hereof.

• Upon the occurrence of a Partial Liquidity Event, Borrower shall use all proceeds of such Partial Liquidity Event exceeding the Excess Proceeds Amount (the “Excess Proceeds”) to immediately pay all costs and fees incurred by Investment Manager and Lender as of the date of payment and all accrued and unpaid interest.

• All accrued and unpaid interest shall be payable by Borrower to Lender upon any of the following: (i) the Maturity Date, (ii) a Liquidity Event, (iii) a Partial Liquidity Event, (iv) the date of any prepayment or (v) at such other time such amount becomes due and payable in accordance with the terms of this Agreement.

• The outstanding principal amount of each Bridge Note shall bear interest at a rate per annum equal to fourteen percent (14%) (the “Bridge Rate”), which accrued interest shall be payable by Borrower to Investment Manager, for the benefit of Lender, in cash in arrears on each Quarterly Interest Payment Date, or upon a Liquidity Event or Partial Liquidity Event, on the date of any prepayment or at such time such amount becomes otherwise due and payable in accordance with the terms hereof.

• The remaining accrued and unpaid interest on the Term Note shall be payable by Borrower to Investment Manager, for the benefit of Lender, on the Term Loan Maturity Date, upon a Liquidity Event or Partial Liquidity Event, on the date of any prepayment or at such time such amount becomes due and payable in accordance with the terms hereof.

More Definitions of Partial Liquidity Event

Partial Liquidity Event means the issuance after the Initial Closing Date by Borrower of indebtedness for borrowed money (other than the issuance of the Subsequent Bridge Note and the Term Note) or the sale by Borrower of equity securities in a public offering or in a private sale to a Person for cash in which such Borrower receives aggregate net proceeds in excess of Thirty Million Dollars ($30,000,000); provided that none of the following events shall constitute a Partial Liquidity Event: (i) the issuance of VCI’s Series E Preferred Stock and warrants to purchase VCI’s Common Stock in connection therewith prior to or concurrent with the Subsequent Closing Date (including the issuance of Common Stock of VCI upon conversion of such Series E Preferred Stock, the payment of “in kind” dividends, the issuance of shares of VCI’s Common Stock upon the exercise of such warrants or the operation of anti-dilution provisions with respect thereto); (ii) the issuance, vesting or exercise of board, employee, management and consultant equity incentives; (iii) the incurrence by Borrower of the (A) Permitted Working Capital Facility (as defined in the definition of Senior Indebtedness below); (B) permitted loans or leases for the purchase of Equipment or software up to an aggregate amount not to exceed Two Million Dollars ($2,000,000); (C) the Obligations, or (D) short term inventory, receivables or vendor financing; (iv) the issuance and sale of the Warrants; (v) the issuance of acquisition consideration and related earn-outs, notes and similar payments to Vodavi Technology, Inc. or Affiliates of Vodavi Technology, Inc.; or (vi) the issuance of securities upon the exercise of the Warrants or any warrant issued by VCI and outstanding as of the Initial Closing Date.

Partial Liquidity Event were substituted for "Full Liquidity Event" in such clause; Z = in relation to a Partial Liquidity Event, the aggregate of any Additional Percentage Contributions (if any have been awarded by the Board pursuant to

Partial Liquidity Event means the issuance after the Closing Date by any Borrower of indebtedness for borrowed money or the sale by any Borrower of equity securities in a public offering or in a private sale to a Person that is not a Borrower for cash in which (A) such Borrower receives aggregate net proceeds in excess of Twenty-Five Million Dollars ($25,000,000) and (B) such excess shall not be sufficient to pay the Payment Premium in full; provided none of the following events shall constitute a Liquidity Event: (i) the issuance of equity securities in connection with MTM’s Series A Preferred Stock (including upon conversion of such stock, the payment of “in kind” dividends, the issuance of shares upon the exercise of warrants or the operation of anti-dilution provisions), (ii) the issuance, vesting or exercise of board, employee, management and consultant equity incentives, (iii) the incurrence by Borrowers of Senior Indebtedness, the Obligations, or short term inventory, receivables or vendor financing and the issuance and sale of the Warrant, (iv) the issuance of acquisition consideration and related earn-outs, notes and similar payments, (v) the issuance of securities upon the exercise of the Warrant or any warrant issued by MTM on or prior to the Closing Date or (vi) the issuance and sale of Series A-5 Preferred Stock and warrants by MTM in the Series A-5 Financing.”