Accelerating Event

Accelerating Event. Shall mean and include any or all of the following: (a) the sale or other transfer of all or substantially all of the assets of Liberty, or the sale or other transfer of Liberty's interest in the Ethanol Refinery project, in a transaction in which the acquiring entity does not assume all of Liberty's obligations under this Agreement; (b) the sale or other transfer by all or substantially all of the members of Liberty of their interests in Liberty or their interests, if any, in the Ethanol... Refinery project, in one transaction or in a series of related transactions; or (c) a merger of Liberty and as a result thereof, the Public Offering contemplated in Section 3(c) hereof does not occur because all or substantially all of the financing needed to complete the Ethanol Refinery is being provided without the necessity of such Public Offering. The foregoing notwithstanding, the following shall not constitute an Accelerating Event: (i) any transaction whose primary purpose is to 1 change the state of Liberty's organization so long as the resulting company is obligated to perform Liberty's obligations under this Agreement, and (ii) any transaction whose primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Liberty's securities immediately before such transaction, so long as the holding company and Liberty are jointly and severally liable for Liberty's obligations under this Agreement. View More