Liquidation Transaction Sample Clauses

Liquidation Transaction. Contributor hereby consents to the Liquidation Transaction and agrees to the admission of the Liquidating LLC Members as members in the LLC.

Liquidation Transaction. For purposes of this letter agreement, “Liquidation Transaction” shall have the meaning described in the Company’s Amended and Restated Certificate of Incorporation, as such may be amended from time to time, a copy of which has been provided to you.

Liquidation Transaction. Contributor hereby consents to the Liquidation Transaction and agrees to the admission of ▇▇▇▇▇ and Holualoa as a member in the LLC.

Liquidation Transaction. In the event of a Liquidation Transaction (as defined in the Restated Certificate) other than a SPAC Transaction, upon the consummation of such Liquidation Transaction, this Note shall be convert into the right to receive payment in cash equal to (i) any unpaid accrued interest on this Note plus (ii) the outstanding principal amount of this Note multiplied by 1.5 plus (iii) any unpaid costs and expenses that have accrued in accordance with Section 6 hereof or Sections 10(l) or 10(m) of the Purchase Agreement. In connection with conversion of this Note upon a Liquidation Transaction pursuant to the prior sentence, the Holder hereby agrees to execute and deliver to the Company a customary payoff letter and other reasonably requested documents, if any, as required to consummate the Liquidation Transaction.

Liquidation Transaction. Seller hereby consents to the Liquidation Transaction and agrees to the admission of ▇▇▇▇ as a member in the LLC.

Liquidation Transaction. If at any time prior to the Expiration Date there shall occur a Liquidation Transaction, then, effective as of the consummation of such Liquidation Transaction, unless the Holder has received the Liquidation Premium, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 4(b), without any further action on behalf of the Holder immediately prior to such consummation of such Liquidation Transaction, unless the contractual obligations under this Warrant are expressly assumed by the successor or surviving entity in connection with the Liquidation Transaction. In the event this Warrant is so assumed, the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number of shares of stock or other securities of the successor or surviving entity resulting from such Liquidation Transaction as is provided for in the operative documents governing the Liquidation Transaction.

Liquidation Transaction. Prior to the Qualified IPO of the Company, as long as not less than one-third (1/3) of the Preference A Shares issued in connection with the Purchase Agreement (or an equivalent amount of Ordinary Shares issued upon conversion thereof) are still outstanding, the Company shall require the approval (by vote or written consent) of the holders of at least a majority of the then outstanding Preference A Shares concerning any resolution or take any action the result of which would be the termination, winding up, liquidation, cessation of business or receivership, filing for bankruptcy, or making any composition or arrangement with creditors, including but not limited to a Liquidation Transaction (as defined in the Restated Articles), with respect to the Company.

Liquidation Transaction. Prior to the Qualified IPO of the Company, the Company shall obtain the approval (by vote or written consent) of the holders holding at least two-thirds ( 2/3) of the Preferred Shares then outstanding (voting on an as-converted basis) or securities resulting from the conversion or exchange of such Preferred Shares, concerning any resolution or any action the result of which would be the termination, winding up, liquidation, cessation of business or receivership, filing for bankruptcy, appointment of a receiver, manager or judicial manager or like officer, or making any composition or arrangement with creditors, including but not limited to a Trade Sale (as defined below), with respect to the Company or any Group Company.

Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than ten (10) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Restated Certificate of Incorporation, all notice periods or requirements in this Restated Certificate of Incorporation may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of at least a majority of the then outstanding shares of Preferred Stock (voting together as a single class and on an as-converted basis) that are entitled to such notice rights; provided, that, notice periods or requirements with respect to holders of a particular series of Preferred Stock required pursuant to this Restated Certificate of Incorporation may only be waived by such series of Preferred Stock.