Sunset Event definition
Sunset Event means the earliest to occur of: (a) the date that both (i) the Founder is no longer providing services to the Company as (A) an executive officer (as such term is defined in the Company’s articles); of the Company or (B) a consultant whose primary engagement is with the Company, and (ii) the Founder is no longer serving as a member of the Board of Directors; (b) the date of the Founder’s death or Disability (as such term is defined in the Company’s articles); or (c) the date that the number of Class B restricted voting shares and Class A subordinate voting shares beneficially owned by the Founder and the Founder Group, in the aggregate, is less than 30% of the aggregate number of Class B restricted voting shares beneficially owned by the Founder and the Founder’s affiliates as of April 11, 2022, as adjusted to appropriately reflect any share split, consolidation, stock dividend, reorganization, recapitalization, or similar event approved by the Board of Directors and effected after the Effective Date affecting the number of outstanding Class B restricted voting shares and/or Class A subordinate voting shares;
Sunset Event means the earliest time when the aggregate number of shares of Class A Common Stock that are beneficially owned by Mr. Fertitta (together with the Fertitta Affiliates), inclusive of any shares of Class A Common Stock into which the Units beneficially owned by Mr. Fertitta (together with the Fertitta Affiliates) may be exchanged, is less than thirty percent (30%) of the sum of (i) such aggregate number calculated as of the Effective Date plus (ii) all other shares of Class A Common Stock issued and outstanding as of the Effective Date. Any calculation made in accordance with this definition is subject to equitable adjustment for any event described in Section 4.3(d) above, as applicable.
Sunset Event means the earliest to occur of: (a) the date that both (i) the Founder is no longer providing services to the Corporation as (A) an executive officer of the Corporation or (B) a consultant whose primary engagement is with the Corporation, and (ii) the Founder is no longer serving as a member of the Board of Directors of the Corporation; (b) the date of the Founder's death or Disability; or (c) the date that the number of Multiple Voting Shares and Subordinate Voting Shares beneficially owned by the Founder and the Founder Group, in the aggregate, is less than 2,367,556, as adjusted to appropriately reflect any share split, consolidation, stock dividend, reorganization, recapitalization, or similar event approved by the Board of Directors of the Corporation and effected after the Effective Date affecting the number of outstanding Multiple Voting Shares and/or Subordinate Voting Shares;
Examples of Sunset Event in a sentence
Otherwise, if he refuses the advisory role, such refusal shall be deemed being an Individual Sunset Event in accordance with Art.
In the event of a General Sunset Event the remaining Class B Shares shall be converted into Class A Shares and listed in accordance with the procedure set forth in Art.
The Founder Holders agree that following the occurrence of a Sunset Event, the Founder Holders will convert or cause to be converted all Multiple Voting Shares held by the Founder Holders into Subordinate Voting Shares on or before the Sunset Date pursuant to and in accordance with subsection 1.4 of the Articles.
This provision will cease to have effect after a Sunset Event (as defined in the Amended and Restated Certificate of Incorporation of HLI).
More Definitions of Sunset Event
Sunset Event has the meaning assigned to such term in the Corporation’s Amended and Restated Certificate of Incorporation.
Sunset Event means the earlier to occur of (i) the date on which the aggregate number of outstanding shares of (x) Class B Common Stock and Class C Common Stock held by the Founder Holders and (y) Class A Common Stock solely issued pursuant to Section 4.4(e)(iv) upon the death or disability of a Co-founder and solely held (A) by the estate of such Co-founder or (B) by the other Co-founder or his Permitted Transferees as a result of the Transfer by the estate of such Co-founder to such Person, ceases to represent 20% or greater of the aggregate number of outstanding shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, (ii) the death or disability of both Co-founders and (iii) the affirmative vote to reduce the voting rights of all shares of Class B Common Stock and the Class C Common Stock described in Section 4.4(a)(v). For purposes of determining whether a “Sunset Event” has occurred, the Initial Founder Holders shall be deemed to hold shares of Class B Common Stock or Class C Common Stock only so long as the applicable Related Co-founder exerts Exclusive Voting Control over the applicable shares of Class B Common Stock and Class C Common Stock held by such Initial Founder Holder.
Sunset Event means the earliest time when the aggregate number of shares of Class A Common Stock that are beneficially owned by ▇▇. ▇▇▇▇▇▇▇▇ (together with the ▇▇▇▇▇▇▇▇ Affiliates), inclusive of any shares of Class A Common Stock into which the Units beneficially owned by ▇▇. ▇▇▇▇▇▇▇▇ (together with the ▇▇▇▇▇▇▇▇ Affiliates) may be exchanged, is less than thirty percent (30%) of the sum of (i) such aggregate number calculated as of the Effective Date plus (ii) all other shares of Class A Common Stock issued and outstanding as of the Effective Date. Any calculation made in accordance with this definition is subject to equitable adjustment for any event described in Section 4.3(d) above, as applicable.
Sunset Event has the meaning set forth in the Corporate Charter.
Sunset Event means the earliest time when the aggregate number of shares of Class A Common Stock (A) beneficially owned by ▇▇. ▇▇▇▇▇▇▇▇ (together with the ▇▇▇▇▇▇▇▇ Affiliates) and (B) for which the Units beneficially owned by ▇▇. ▇▇▇▇▇▇▇▇ (together with the ▇▇▇▇▇▇▇▇ Affiliates) may be exchanged, is less than thirty percent (30%) of the total number of Class A Common Stock issued and outstanding.
Sunset Event shall have the meaning set forth in the Articles.