Success Fee Event definition

Success Fee Event means (a) any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of a Borrower or Parent Guarantor and its subsidiaries taken as a whole, (b) any reorganization, consolidation, merger or sale of the voting securities of a Borrower or Parent Guarantor or any other transaction where the holders of a Borrower’s or Parent Guarantor’s securities before the transaction beneficially own (directly or indirectly) less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) the sale or issuance of a Borrower’s, Parent Guarantor’s, or its affiliate’s equity securities in connection with an initial public offering, an alternative public offering, a reverse merger, or any similar transaction in which Borrower, Parent Guarantor, or such affiliate receives cash proceeds from such sale or issuance and Borrower’s, Parent Guarantor’s, or such affiliate’s equity securities may thereafter be traded in a public market.
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Success Fee Event means (a) any merger or consolidation of Borrower with or into another entity, except one in which the holders of equity of Borrower immediately before such merger or consolidation continue to hold at least a majority of the voting power of the equity interest in the surviving entity, (b) any sale or other disposition of all or substantially all of the assets of Borrower and its Subsidiaries, taken as a whole, in one or more related and contemporaneous transactions, and (c) consummation of a transaction or series of related transactions, including the sale or issuance of Borrower’s equity or Subordinated Debt securities and/or a strategic relationship pursuant to which Borrower receives or is entitled to receive aggregate gross cash proceeds of at least Sixty Million Dollars ($60,000,000).
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Success Fee Event means (a) any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of Borrower and its Subsidiaries taken as a whole, (b) any reorganization, consolidation, merger or sale of the voting securities of Borrower or any other transaction where the holders of a Borrower’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) the sale or issuance of Borrower’s or its Affiliate’s equity securities in connection with an initial public offering, an alternative public offering, a reverse merger, or any similar transaction in which Borrower or its Affiliate receives cash proceeds from such sale or issuance and Borrower’s or its Affiliate’s equity securities may thereafter be traded in a public market.
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Examples of Success Fee Event in a sentence

  • This Section 2.5(c) will survive any termination of this Agreement; provided that this Section 2.5(c) shall terminate on the tenth anniversary of the Closing Date if no Success Fee Event has occurred on or before that date.

  • Upon a Success Fee Event, a one-time fee equal to the Success Fee Amount (such fee, the “Success Fee”).


More Definitions of Success Fee Event

Success Fee Event means (a) any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of Borrower and its Subsidiaries takes as a whole, (b) any reorganization, consolidation, merger or sale of Borrower where the holders of Borrower’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, (c) any transaction in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) who were not stockholders of Borrower immediately prior to such transaction becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of more than 50% of the outstanding voting securities of the Borrower immediately after giving effect to such transaction or (d) the sale or issuance of Borrower’s (or a parent or subsidiary of Borrower formed for the purpose of facilitating an initial public offering, an alternative public offering, a reverse merger, or any similar transaction (collectively, the “Related Entities”)) securities in connection with an initial public offering, an alternative public offering, a reverse merger, or any similar transaction in which Borrower or its Related Entities receives cash proceeds from such sale or issuance and Borrower’s or its Related Entities’ equity securities may thereafter be traded in a public market. USA PATRIOT ACT NOTICE OF CUSTOMER IDENTIFICATION IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
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Success Fee Event means (a) any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of Borrower and its Subsidiaries takes as a whole, (b) any reorganization, consolidation, merger or sale of the voting securities of Borrower or any other transaction, except any such transaction the holders of Borrower’s securities before the transaction beneficially own more than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) receipt of at least Fifty Million Dollars ($50,000,000) in aggregate gross Cash proceeds from the closing of one or more financings from the sale of equity securities or from strategic partnership or any similar transaction (including, for the avoidance of doubt, proceeds from the Identified Permitted Licensing Transaction).
Sample 1
Success Fee Event means (a) any merger or consolidation of a Loan Party with or into another entity (except one in which the holders of equity of such Loan Party immediately prior to such merger or consolidation continue to hold at least a majority of the voting power of the equity interests in the surviving entity),(b) any sale of all or substantially all of the assets of the Turnstone Group taken as a whole (in one or more related and contemporaneous transactions), or (c) closing one or more related financings where aggregate cash proceeds from the sale of equity securities and/or upfront cash proceeds from strategic partnerships is equal to at least $75,000,000. “Turnstone Group” means Parent and its Subsidiaries.
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Related to Success Fee Event

  • Change in Control means the occurrence of any of the following events:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • 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.

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

  • Change in Control Protection Period means the period beginning on the date of the consummation of the Change in Control and ending on the first anniversary of such Change in Control.

  • Change of Control means the occurrence of any of the following:

  • Potential Change in Control means the occurrence of any of the following events:

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Terminating Event means any of the following events:

  • Company Termination Fee has the meaning set forth in Section 7.3(a).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Company Termination Event means any of the following: