Buyer IPO Sample Clauses

Buyer IPO. The Buyer shall use its best efforts to consummation the Buyer IPO on the NASDAQ or NYSE: Amex under which it shall raise an amount enabling the Buyer to finance the Transactions contemplated herein and pay the full Purchase Price by not later than March 31, 2015, and shall pay all costs and expenses associated therewith. In such connection, Bruker and the Company shall fully cooperate with Buyer and furnish to the Buyer and its counsel all information reasonably requested by Buyer and its counsel as shall be required in connection with a United States public offering of securities, including such information concerning the Company and its executive officers and management that is to be included in the Registration Statement and related prospectus relating to such Buyer IPO. None of the Globisens Shareholders shall be liable to any representation, warranty or any other information set forth in any registration statement being published by the Buyer in connection with the Buyer IPO process. However, prior to filing any Registration Statement or amendment with the SEC, the Buyer shall submit drafts of such document to the Company for its review and approval and such representation, warranty or any other information as it relates to Globisens and the Buyer Share ownership shall be approved by the CEO of the Company as such.
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Buyer IPO. Buyer shall not, without Sellers’ written consent, price and close Buyer IPO unless (i) Buyer IPO is a Qualifying Buyer IPO and (ii) the Buyer IPO Per-Share Price equals or exceeds the Private Placement Per-Share Price. In addition, Buyer’s contemplated private placement of shares of Buyer Common Stock to be completed shortly prior to the Buyer IPO shall be completed at a per-share price which equals or exceeds the Private Placement Per-Share Price.
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Buyer IPO. The Buyer IPO shall have occurred.
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Related to Buyer IPO

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Merger Closing The Merger shall have been consummated.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

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