Realization Event Sample Clauses

Realization Event. A “Realization Event” shall mean (a) a Qualified Public Offering, or (b) a transaction in which all of Investor’s Warrants and Other Securities are exchanged either for cash or for Other Securities of another Person, provided that such Other Securities are traded on a national securities exchange or the Nasdaq National Market and are not subject to any restrictions under the Securities Act and such Person’s outstanding Other Securities (other than those held by such Person’s Affiliates) have an aggregate public market value of not less than $500 million.
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Realization Event. “Realization Event” shall mean the receipt by the Principal Stockholders of Realization Proceeds; provided, however, that there shall be no Realization Event after the occurrence of a Change of Control Transaction, and a Change of Control Transaction shall be the final Realization Event.
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Realization Event. (a) Upon and anytime following a Realization Event Trigger, the holders of a majority of all then outstanding Investor Shares (the “Requesting Stockholders”), may deliver a written notice to (i) the Corporation (a “Realization Event Notice”), directing the Corporation to pursue strategic alternatives including a Sale of the Corporation, IPO, recapitalization, refinancing or other similar liquidity event (in each case, a “Realization Event”) and identifying an independent nationally recognized investment bank (the “Investment Bank”) to advise on such strategic alternatives, in accordance with this Section 3.6 or (ii) each of the other Stockholders (a “Stockholder Realization Notice”) indicating that the Requesting Stockholders are electing to pursue a Realization Event that does not require any action by the Corporation (e.g., a Sale of the Corporation via a stock sale) and identifying the Investment Bank. Upon receipt of a Realization Event Notice, the Corporation shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to affect the Realization Event in accordance with this Section 3.6. Upon receipt of a Stockholder Realization Notice, each Stockholder shall reasonably cooperate (at the Corporation’s expense) in taking, or causing to be taken, all actions and doing, or causing to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 3.6.
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Realization Event. Performance based accelerated vesting shall only be eligible and measured upon one Realization Event; subsequent Realization Events following an initial Realization Event will not be considered for performance-based vesting.
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Realization Event. (a) At any time following the fifth (5th) anniversary of the Original Closing Date, the Class B Majority (for purposes of this Section 9.6, collectively, the “Requesting Investor”) may deliver a written notice to: (i) the Board (a “Realization Investor Notice”), directing the Company to pursue strategic alternatives, including, but not limited to, a Sale of the Company, Public Offering, merger, recapitalization, refinancing or other similar Liquidity Event, including a transaction that is sponsored by the executives of the Company (in each case, a “Realization Event”), and identifying an independent investment bank (the “Investment Bank”) to advise on such strategic alternatives, in accordance with this Section 9.6; and/or (ii) each of the Members other than the Eos Members (for purposes of this Section 9.6, a “Realization Member Notice”) indicating that the Requesting Investor is electing to pursue a Realization Event that does not require any action by the Company and identifying the Investment Bank. Upon receipt of a Realization Investor Notice, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 9.6. Upon receipt of a Realization Member Notice, each Member shall use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the Realization Event in accordance with this Section 9.6.
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Realization Event. 16 Receivable......................................................... 16
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Related to Realization Event

  • Liquidation Events (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii).

  • Default Event 7.1 Any of the following events will be deemed to be a Default Event:

  • Acceleration Events Each of the following events shall constitute an “Acceleration Event”:

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments or any Deferred Contract Adjustment Payments, and the rights and obligations of the Holders to purchase Common Stock, will immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred. Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice thereof to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the applicable Register. Upon and after the occurrence of a Termination Event, the Securities shall thereafter represent the right to receive the Debt Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio, as the case may be, forming a part of such Securities in the case of Income PRIDES, or Treasury Securities in the case of Growth PRIDES, in accordance with the provisions of Section 4.3 of the Pledge Agreement.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

  • Liquidity Events of Default If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.

  • Triggering Event A “Triggering Event” shall be deemed to have occurred at such time as any of the following events:

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

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