Common use of Vesting Event Clause in Contracts

Vesting Event. If not previously vested, each outstanding LINN Incentive Unit will vest in its entirety on the date of a Vesting Event. For purposes hereof, “Vesting Event” means the sale, in one or more series of related transactions (i) for cash of all or substantially all of the outstanding Capital Interests or assets of the Company to a Person, other than an Affiliate of Quantum, (x) at any time after, as of the time of such determination, the aggregate Capital Contributions of the Capital Member exceed 85% of the total Capital Commitment of the Capital Member or (y) in which any Unfunded Capital Commitments are reduced to zero and the Company does not anticipate raising any additional capital, or (ii) for Marketable Securities, or a combination of cash and Marketable Securities, if and only if the Company elects to terminate the MSA or if the MSA is automatically terminated pursuant to Section 10.2(a)(ii) of the MSA as a result of the Company’s election not to renew the MSA, in each case at or after such sale for Marketable Securities, of all or substantially all of the outstanding Capital Interests or assets of the Company to a Person other than an Affiliate of Quantum; provided, however, that a Vesting Event will occur upon the sale or other Transfer of such Marketable Securities for cash, regardless of whether the Company has elected to terminate the MSA or the MSA is automatically terminated pursuant to Section 10.2(a)(ii) of the MSA. For the avoidance of doubt, if the Company sells all or substantially all of the outstanding Capital Interests or assets of the Company for securities other than Marketable Securities, clause (i) or (ii) of the definition of Vesting Event, as applicable, would apply to the subsequent sale of such securities for Marketable Securities or cash, provided that the other requirements of clause (i) or (ii), as applicable, are satisfied.