Realization Event

Realization Event. Shall mean the first to occur of any of the following: (i) the consummation by the Company Offeror (as defined in the LLC Agreement) of an underwritten public offering of its Registrable Securities (as defined in the LLC Agreement) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended; (ii) the sale of all, or substantially all, of the assets of the Company Offeror to a Third Party (as... defined in the LLC Agreement); or (iii) the failure of Mafco Holdings Inc. and the Permitted Transferees (as defined in the LLC Agreement) of the Company, collectively, to (directly or indirectly) maintain beneficial ownership of securities of the Company Offeror representing at least fifty percent (50%) of the combined ordinary voting power of the Company Offeror's then outstanding securities that are entitled to vote generally; provided, however, that, for the avoidance of doubt, a Conversion Transaction (as defined in the LLC Agreement) shall not be deemed to constitute a Realization Event. View More

Realization Event. Shall mean the first day following which both of the following have occurred (i) the Sponsors cease to hold in the aggregate at least 30% of the outstanding voting securities of the Company, measured by voting power, and (ii) the Sponsors have, in the aggregate, disposed of at least 70% of their shares of Common Stock and received in respect thereof cash or marketable securities.

Realization Event. (i) In respect of each Award having an effective date on or before December 31, 1997, 'Realization Event' means the first to occur of (i) the expiration of the Investment Period with respect to such Award, (ii) the occurrence of a Change in Control, (iii) the termination of the Plan pursuant to Section 17, or (iv) the Participant's death; (ii) In respect of each Award having an effective date on or after January 1, 1998 and prior to June 20, 2006, 'Realization Event' means the first to occur of... (i) the expiration of the Investment Period with respect to such Award, (ii) the occurrence of a Change in Ownership, (iii) the termination of the Plan pursuant to Section 17, or (iv) the Participant's death; provided, however, that if a Realization Event as so defined would occur at a time when the Participant is considered by the Company to be one of its 'covered employees' within the meaning of Section 162(m), then, unless the Committee shall determine otherwise in its sole discretion, the Realization Event shall automatically be deferred until the first date after the Participant has ceased to be considered such a 'covered employee'; and (iii) In respect of each Award having an effective date on or after June 20, 2006, 'Realization Event' shall have the meaning ascribed to such term by the Committee in respect of such Award and set forth in the applicable Award Certificate. View More

Realization Event. Means the consummation, simultaneous with or after the redemption or sale of all Series A-1 Preferred Stock held by the Fir Tree Investors, but in all events on or prior to the MIP Expiration Date, of one or more of the following events pursuant to which the consideration received by the Fir Tree Investors (other than consideration received for Series A-1 Preferred Stock) is comprised of at least fifty percent (50%) cash: (i) a sale (whether by sale, merger, consolidation or other similar... business combination), in one or more transactions, of more than fifty percent (50%) of the aggregate voting power of the equity securities of the Company to one or more third-parties that are not Affiliates of the Fir Tree Investors; or (ii) a sale or other disposition, in one or more transactions, of all or substantially all of the assets of the Company to one or more third-parties that are not Affiliates of the Fir Tree Investors. View More

Realization Event. With respect to an Option Grant (as defined in the Stock Option Schedule) to a certain Participant, the earlier to occur of: (1) The transfer of Shares from the Trustee to such Participant; or (2) the sale of Shares by the Trustee; or (3) one day before such Participant is no longer an Israeli resident (as provided for in Section 100A to the Income Tax Ordinance)

Realization Event. Without duplication, (i) the sale, transfer, assignment, pledge, encumbrance, receipt of dividends or other distributions, or other disposition of all of any portion of the Original Oaktree Shares to a third party unaffiliated with Oaktree or to a Person controlled by a different Oaktree-affiliated investment fund other than Power Fund in a transaction that results in a recognition of investment return and/or carried interest, (ii) any initial public offering of the equity securities of Parent,... Acquiror or the Company, (iii) the sale of all or any portion of the equity securities of Parent, Acquiror or the Company to a third party unaffiliated with Oaktree or to a Person controlled by a different Oaktree-affiliated investment fund other than Power Fund in a transaction that results in a recognition of investment return and/or carried interest, (iv) the sale of all or any portion of the assets of Parent, Acquiror or the Company to a third party unaffiliated with Oaktree or to a Person controlled by a different Oaktree-affiliated investment fund other than Power Fund in a transaction that results in a recognition of investment return and/or carried interest, or (v) a merger, consolidation, recapitalization or reorganization of Parent, the Acquiror or the Company which results in a direct or indirect transfer of Original Oaktree Shares to a third party unaffiliated with Oaktree or to a Person controlled by a different Oaktree-affiliated investment fund other than Power Fund in a transaction that results in a recognition of investment return and/or carried interest. Other than as set forth in section (2) of the definition of Oaktree Proceeds, any non-cash consideration, marketable securities, contingent consideration and amounts paid into an escrow account or similar holdbacks shall be deemed a Realization Event as and when converted to cash and paid to Oaktree View More