MCK Exit Window definition

MCK Exit Window shall have the meaning set forth in the LLC Agreement as in effect on the date hereof.
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MCK Exit Window means (i) where the Sponsor Shareholders have not provided an Echo Shareholder Notice on or prior to the Echo Sale Notice Deadline for the First Echo Sale Window, then the twelve (12) month period following the expiration or termination of the underwriter lockup period relating to a Qualified IPO, or (ii) where the Sponsor Shareholders have provided an Echo Shareholder Notice on or prior to the Echo Sale Notice Deadline for the First Echo Sale Window, then the twelve (12) month period following whichever occurs first of (x) the termination of such First Echo Sale Window if such Qualified Echo Sale is (A) finally abandoned or terminated by the Sponsor Shareholders (and notified to the MCK Members in writing, which notice shall be provided by the Sponsor Shareholders promptly following any such abandonment or termination decision), or (B) otherwise not consummated during the First Echo Sale Window or (y) the Post-Echo Sale Lockup; provided, that in either of case (i) or (ii), the MCK Exit Window shall be extended up to an additional thirty (30) days upon the written request of any MCK Member during the MCK Exit Window if a Qualified MCK Exit has not occurred and the MCK Members have taken, and are continuing to take Affirmative Steps throughout such extension period, to effect a Qualified MCK Exit. Notwithstanding the foregoing, the MCK Exit Window shall automatically terminate (or be deemed to terminate) upon the earliest to occur of (i) the consummation of a Qualified MCK Exit, (ii) the MCK Members providing written notice to the Company of their intention to abandon or terminate the MCK Exit Window (which notice shall be provided by an MCK Member promptly following such abandonment or termination decision), (iii) the last Business Day of the IPO Preference Period to the extent that a Qualified IPO has not been consummated by the last Business Day of the IPO Preference Period and (iv) the date that is four (4) years from the date of Closing.
Sample 1Sample 2Sample 3
MCK Exit Window means (i) where the Sponsor Shareholder has not provided an Echo Shareholder Notice on or prior to the Echo Sale Notice Deadline for the First Echo Sale Window, then the twelve (12) month period following the expiration or termination of the underwriter lockup period relating to a Qualified IPO, or (ii) where the Sponsor Shareholder has provided an Echo Shareholder Notice on or prior to the Echo Sale Notice Deadline for the First Echo Sale Window, then the twelve (12) month period following whichever occurs of (x) the termination of such First Echo Sale Window if such Qualified Echo Sale is (A) finally abandoned or terminated by the Sponsor Shareholder (and notified to the MCK Members in writing, which notice shall be provided by the Sponsor Shareholder promptly following any such abandonment or termination decision), or (B) otherwise not consummated during the First Echo Sale
Sample 1

Examples of MCK Exit Window in a sentence

  • Upon the earliest to occur of (x) the consummation of the Merger or (y) the expiration of the MCK Exit Window (as defined in the LLC Agreement (as defined below)) (such date, the “Class X Termination Time”), the share of Class X Stock, if outstanding, shall be automatically redeemed for a cash amount equal to $1.00, but only to the extent redemption is permitted by applicable law.

  • For avoidance of doubt, any termination of this Agreement pursuant to clause (ii) of this Section 7.02 shall be without prejudice to Parent’s rights under Section 10.05(a) of the LLC Agreement to consummate a Qualified MCK Exit during the MCK Exit Window, and in connection therewith the parties hereto shall, if necessary, enter into a new Separation and Distribution Agreement pursuant to Section 10.05(a) of the LLC Agreement at the request of Parent during the McK Exit Window.

  • Upon the earliest to occur of (x) the consummation of the Merger or (z) the expiration of the MCK Exit Window (as defined in the LLC Agreement (as defined below)) (such time, the “Class X Termination Time”), the share of Class X Stock, if outstanding, shall be automatically redeemed for a cash amount equal to $1.00, but only to the extent redemption is permitted by applicable law.

  • Window or (y) the Post-Echo Sale Lockup; provided, that in either of case (i) or (ii), the MCK Exit Window shall be extended up to an additional thirty (30) days upon the written request of any MCK Member during an MCK Exit Window if a Qualified MCK Exit has not occurred and the MCK Members have taken, and are continuing to take Affirmative Steps throughout such extension period, to effect a Qualified MCK Exit.

Related to MCK Exit Window

  • Trading Window means a trading period for trading in Company‘s Securities as specified by the Company from time to time.

  • Blackout Period shall have the meaning set forth in Section 3(n).

  • Grace Period Business Day means a day on which commercial banks and foreign exchange markets are generally open to settle payments in the place or places and on the days specified for that purpose in the relevant Obligation and if a place or places are not so specified, in the jurisdiction of the Obligation Currency.

  • Effectiveness Deadline Date has the meaning set forth in Section 2(a) hereof.

  • Pricing Period means the five (5) consecutive Trading Days after the Advance Notice Date.

  • Amendment Effectiveness Deadline Date has the meaning set forth in Section 2(d) hereof.

  • Effectiveness Deadline As defined in Section 3(a) and 4(a) hereof.

  • RFR Banking Day means any day specified as such in the Reference Rate Terms.

  • Shelf Effectiveness Deadline As defined in Section 4(a) hereof.

  • Lockout Period if applicable, is defined in the Note.

  • Lookback Period means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.

  • Off-Peak Period means the period during which the demand on an electric utility system is not at or near its maximum. For the purpose of this section, the off-peak period includes all hours that are not in the peak period.

  • Trading Period means the term as defined in the NEPOOL GIS Operating Rules.

  • Issuance Period shall have the meaning specified in paragraph 2B(2).

  • LIBOR Deadline has the meaning set forth in Section 2.13(b)(i).

  • Scheduled Trading Day means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day.

  • Peak Period means the time between 6 a.m. and 10 p.m. (April through September) or between 7 a.m. and 11 p.m. (October through March) on all days except Saturdays and Sundays, which daily time period will be subject to change from time to time at the Company's option. This change would occur after no less than ten (10) days notice has been given to all Customers who would be affected, and to the Commission.

  • Day means calendar day.

  • Run-Out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Streamline Period is, on and after the Effective Date, provided no Event of Default has occurred and is continuing, the period (a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that Borrower has, at all times during the immediately preceding month, maintained an Adjusted Quick Ratio, as determined by Bank in its sole discretion, of at least the Required Streamline Ratio; and (b) terminating on the earlier to occur of (i) the occurrence of an Event of Default, and (ii) the first day thereafter in which Borrower fails to maintain the Required Streamline Ratio, as determined by Bank in its sole discretion. Upon the termination of a Streamline Period, Borrower must maintain the Required Streamline Ratio each consecutive day for one (1) fiscal quarter as determined by Bank in its sole discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first day of the monthly period following the date Bank determines, in its sole discretion, that the Required Streamline Ratio has been achieved.

  • Opt-Out Period means the period that begins the day after the earliest date on which the Notice is first distributed, and that ends no later than 30 days before the Final Approval Hearing. The deadline for the Opt-Out Period shall be specified in the Notice.

  • Scheduled Black-Out Period means the period from and including the last day of a fiscal quarter of the Company to and including the business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

  • Marketing Period means the first period of twenty (20) consecutive days after the date of this Agreement throughout and on the last day of which (a) Buyers shall have received all of the Required Information and such Required Information is Compliant (provided, that if the Company shall in good faith reasonably believe it has provided the Required Information and that the Marketing Period has commenced, it may deliver to Buyers a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period will be deemed to have commenced on the date of such notice unless Buyers in good faith reasonably believes the Marketing Period has not commenced and within two Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (setting forth with specificity why they believe the Marketing Period has not commenced)), and (b) the conditions set forth in Article VII shall be satisfied or waived (other than the condition set forth in Sections 7.01(e) and 7.01(j) and other those that by their nature need not be satisfied until the Closing or are to be performed at Closing, but subject to the satisfaction or waiver of those conditions at such time); provided, that the Marketing Period shall not be deemed to have commenced if at any time during such twenty (20) consecutive day period (i) the applicable independent auditors of the Company shall have withdrawn any audit opinion contained in the Required Information, (ii) any Required Information ceases to be Compliant or (iii) the Company or its independent auditors determines that the Company must restate any historical financial statements or material financial information included in the Required Information (each of the conditions set forth in clauses (i) through (iii) above being referred to as a “Marketing Period Delay Condition”), then, in each case, the Marketing Period shall not be deemed to have commenced until the date on which such Marketing Period Delay Condition is cured, subject, in each case, to the conditions set forth in clauses (a) and (b) and clauses (i) through (iii) above (which may result in a subsequent Marketing Period Delay Condition). Notwithstanding anything to the contrary in this definition, (A) the Marketing Period shall not include any date from and including November 27, 2014 through and including November 28, 2014, and if such Marketing Period has not ended prior to December 19, 2014, such Marketing Period will not begin until January 5, 2015, (B) if the Required Information is Compliant and any of the Company’s applicable current or former independent accountants declines to issue customary comfort letters (including as to customary negative assurance comfort and change period) with respect to any Required Information, the Marketing Period shall end no earlier than five (5) days after all applicable independent accountants have issued such comfort letters, and (C) the Marketing Period shall terminate on the date on which the Debt Financing or the related financings described in the Debt Commitment Letters required to consummate the transactions contemplated hereby is consummated if such date is earlier than the last day of the twenty (20) consecutive day period described above (including any required extensions, as provided above).

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