Qualified Liquidity Event

Qualified Liquidity Event. Or "QLE" means the consummation of a transaction or series of related transactions in which either: (a) one Person (or more than one Person acting as a group) acquires beneficial ownership of stock of the Company that, together with the stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; (b) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment... or election is not endorsed by a majority of the Board before the date of appointment or election; or (c) one Person (or more than one Person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s) View More

Qualified Liquidity Event. The occurrence of any of the following (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) acquires more than 50% of the voting power of the Company's then outstanding securities (other than transfers among the shareholders of the Company at the time of the Effective Date); (ii) the sale of all or substantially all of the Company's assets; or (iii) the listing of 25% or more of the voting power of the Company's then-outstanding Common Stock on a public... stock exchange, in the aggregate; provided, however, that in the event of a listing of less than 50% of the voting power of the Company's Common Stock, in the aggregate (but equal to or greater than 25%), a Participant may elect to defer this QLE until at least 50% of the voting power of the Company's Common Stock has been listed, in the aggregate. For the avoidance of doubt, any such deferral contemplated under the foregoing clause (iii) will only affect the terms applicable to the vesting of the applicable Award and not the timing of settlement of the Award. Notwithstanding anything herein to the contrary, clauses (i) and (ii) herein shall be interpreted in a manner consistent with Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii), respectively View More