Public Liquidity Event definition

Public Liquidity Event shall have the meaning set forth in Section 12(b)(ii).
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Public Liquidity Event means an acquisition, merger, offering or other occurrence which results in either (a) the Common Stock being registered pursuant to the Exchange Act or Securities Act or (b) the holders of the Common Stock receiving, in exchange for their Common Stock, common stock of another corporation whereby such common stock is registered or, as part of an agreement, will be registered, under the Exchange Act or Securities Act.
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Public Liquidity Event means the first to occur of: (a) an initial public offering of the Shares pursuant to a prospectus, an effective registration statement or listing agreement in compliance with the laws, rules and regulations in such jurisdiction as may be determined by the Company to be the jurisdiction for the primary listing and trading of the Company’s securities, or (b) a merger or consolidation involving the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation become, or are converted into or exchanged for shares of capital stock of the surviving or resulting entity that are or become, traded on a securities exchange or actively traded over-the-counter immediately following consummation thereof.
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Examples of Public Liquidity Event in a sentence

  • Any Public Liquidity Company that is not the Company shall, as a condition to any Public Liquidity Event, agree to, and be bound by, all the terms, conditions and obligations set forth hereunder.

  • Notwithstanding anything to the contrary in the Transaction Documents, the parties agree and acknowledge that upon and after the occurrence of a Public Liquidity Event, the Debentures and Warrants will be convertible or exercisable, as the case may be, into Public Liquidity Shares equal in number to, in the aggregate and upon a full conversion of the Debentures and exercise of the Warrant, 20% of the Public Liquidity Company's common stock outstanding at such time on a fully diluted basis.

  • Further, no Public Liquidity Event shall occur without the consent of all of the Purchasers and the Company shall ensure that the foregoing is provided for as part of the Public Liquidity Event.

  • Any Public Liquidity Company that is not the Company shall, as a condition to any Public Liquidity Event, agree to, and be bound by, all the terms, conditions and obligations set forth hereunder and under the other Transaction Documents.

  • The General Partner shall have no obligation of any nature whatsoever to choose any particular form of Public Liquidity Event or to embark on a Public Liquidity Event at any time or under any circumstances.

  • The Company shall be required to prepay the then outstanding Principal Amount of this Note upon the consummation of any Public Liquidity Event (as hereinafter defined) to the extent that Holder has not otherwise exercised its right to a Mandatory Conversion (as hereinafter defined) hereunder.

  • The Company shall use commercially reasonable efforts to notify Holder of a potential Public Liquidity Event at least thirty (30) days prior to the consummation thereof, subject to Holder agreeing to keep such information confidential.

  • All reasonable expenses of the parties hereto incurred in connection with a Public Liquidity Event shall be for the account of the Partnership except as contemplated by Schedule IV.

  • A Mandatory Conversion shall be deemed to be effected immediately prior to the applicable Public Liquidity Event and Holder shall be deemed for all purposes to have become the holder of record of the Conversion Shares as of such date.

  • GenuTec does hereby covenant, acknowledge and agree that a material inducement to the Stockholder and Ion to enter into this Agreement and consummate the transactions contemplated hereby is the consummation by GenuTec of a Public Liquidity Event.


More Definitions of Public Liquidity Event

Public Liquidity Event shall have the meaning set forth in Section 5.1(a).
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Public Liquidity Event means either (i) an IPO, or (ii) a 1934 Act Registration, whereby GenuTec shall become a registered reporting company under the 1934 Act and have its shares of Common Stock approved for listing on a National Securities Exchange.
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Related to Public Liquidity Event

  • Liquidity Event means a Change of Control or an IPO.

  • Public event means any event that can be attended by the

  • Available Liquidity means on any date, the sum of (i) the excess, if any, of (x) the amount of all Revolving Credit Commitments of each Lender that is not a Defaulting Lender on such date over (y) the aggregate Revolving Credit Exposure on such date plus (ii) the aggregate amount of unrestricted cash and Permitted Investments of the Company and its Restricted Subsidiaries on such date.

  • Liquidity Event of Default means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) an American Bankruptcy Event.

  • 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.

  • Free Liquidity means, at any date of determination, the aggregate of the Cash Balance and any Commitments under this Agreement or any other amounts available for drawing under other revolving or other credit facilities of the NCLC Group, which remain undrawn, could be drawn for general working capital purposes or other general corporate purposes and would not, if drawn, be repayable within six months.

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

  • Cash Liquidity means, with respect to any Person, on any date of determination, the sum of (i) unrestricted cash, plus (ii) Available Borrowing Capacity, plus (iii) Cash Equivalents.

  • Reinvestment Event any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement.

  • Knock-out Event means the event as defined in §4(4).

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Mandatory Prepayment Event means any of the following:

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Initial Liquidation Preference means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

  • Capital Event means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

  • Tier 2 Capital Event means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement).

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Non-Viability Event means the earlier of:

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.