Going Public Transaction. If a transaction is completed resulting in the Designated Subsidiary becoming a separate publicly traded entity (via initial public offering, spin-off, or reverse merger), the Seller shall receive ten percent (10%) of the outstanding equity in the Designated Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such ten percent (10%) shall be granted immediately before completion of a transaction for a qualified financing transaction defined as a firm commitment underwriting of $10,000,000 or more.
Going Public Transaction. As a material inducement for the Executive to enter into this Agreement, the Corporation agrees that it shall consummate the Going Public Transaction no later than 120 days after the Effective Date.
Going Public Transaction. Assist the Company in effecting a going public transaction (a “Going Public Transaction”) by acquiring a shareholder base (the “Shareholders”) necessary to qualify for listing on the OTC Marketplace and thereafter on either the NASDAQ Stock Market or the NYSE/AMEX Exchange. To acquire the Shareholders the Company will act as a “successor to the debtor” as contemplated by the confirmed Chapter 11 plan of bankruptcy of VICTORY MEDICAL CENTER MID-CITIES, LP, Case No. 15-42373-rfn in the United States Bankruptcy Court, Northern District of Texas, Fort Worth Division (the “Plan”) and will issue shares of its common stock to the Shareholders in satisfaction of their claims under the Plan. The issuance will be exempt from registration under Section 5 of the Securities Act of 1933, as amended, as the distribution to the Shareholders shall be effectuated pursuant to Section 1145 of the United States Bankruptcy Code. It is anticipated that the Going Public Transaction shall be completed on or before August 1, 2016. In the event that the Company is unable to effect a Going Public Transaction with an entity covered by the Plan, HFG shall provide a vehicle necessary to effect a Going Public Transaction in a fashion described above or via a combination with an existing public company. As a result of the Going Public Transaction, the Shareholders, including HFG, shall collectively own 900,000 shares of the Company’s issued and outstanding common capital stock, which amount shall represent three percent (3%) of the Company’s anticipated issued and outstanding shares at the time of issuance.
Going Public Transaction. Assist the Company in evaluating the manner of effecting a going public transaction with a public shell corporation (“Pubco”) domiciled in the United States of America and quoted on the “OTC BB” (a “Going Public Transaction”). It is anticipated that (a) upon consummation of the Going Public Transaction and (b) the closing of the Company’s current private placement of securities (the “Company Offering”), which will generate estimated gross offering proceeds of not less than $40,000,000, the Company’s current stockholders and investors in the Company Offering will hold at least 95% of all the issued and outstanding shares of Pubco’s common capital stock.
Going Public Transaction. In connection with the Going Public Transaction, the Purchaser shall:
(1) Upon the completion of Going Public Transaction, make the payment to the Seller of either USD $100,000 in cash or 557,000 common shares of the Resulting Issuer, the whole at the sole discretion of the Purchaser; or
(2) In accordance with section 7.2 hereof, if Foremost Ventures Inc. announces that the Going Public Transaction shall not be completed, the Purchaser shall have the option to terminate this agreement or, within 30 days of such announcement, to issue 557,000 common shares of KWESST at a deemed price of CAD$0.50 per share.
Going Public Transaction. In the event that (x) the Company consummates a transaction or a series of related transactions (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) whereby any class of securities of the Company or of its successor is publicly traded or listed on a securities exchange, securities market or quotation system (including a direct listing or a transaction with a public special purpose acquisition company (“SPAC”)) (any such transaction, a “Going Public Transaction”), and (y) the Grantee’s service as Director of the Company is terminated by the Company without Cause (as defined in the Plan) within twelve (12) months after such Going Public Transaction, then the Restriction Period shall immediately expire as to all of the Restricted Shares and all of the Restricted Shares shall immediately vest.]6
Going Public Transaction. The Corporation will pursue the completion of an IPO and the Corporation Board will take all commercially reasonable steps to result in the occurrence of same.
Going Public Transaction. If a transaction is completed resulting in the Designated Subsidiary becoming a separate publicly traded entity (via initial public offering, spin-off, or reverse merger), then Seller shall receive 10% of the outstanding equity in the Designated Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such 10% shall be granted immediately before completion of a transaction for a qualified financing transaction defined as a firm commitment underwriting of $10,000,000 or more. The Buyer shall be authorized to disperse the Seller proceeds directly to the underlying Owners, on a pro-rata basis, as detailed in Appendix II.
Going Public Transaction. Assist the Company in evaluating the manner of effecting a going public transaction with a public shell corporation (“Pubco”) domiciled in the United States of America and quoted on the “OTC BB” (a “Going Public Transaction”). It is anticipated that (a) upon consummation of the Going Public Transaction, (b) the closing of the Company’s current private placement of securities (the “Company Offering”) and (c) the closing of the private placement of Pubco (the “Pubco Offering”) contemplated to be undertaken immediately upon the closing of the Going Public Transaction, which together with the Company Offering will generate estimated gross offering proceeds of $10,000,000, the Company’s current stockholders, investors in the Company Offering and the Pubco Offering, respectively, will hold 93.5% of all the issued and outstanding shares of Pubco’s common capital stock. Specifically, ownership by the former shareholders of Pubco following the Going Public Transaction and the Pubco offering shall therefore consist of 2,210,000 shares of common stock. Ownership of the balance of Pubco common stock shall be held as follows: approximately 21,790,000 shares of common stock will be held by the Company’s shareholders immediately prior to such transactions, and an estimated 10,000,000 shares will be issued to investors in the Pubco Offering, a total of approximately 34,000,000 shares. In order to permit the completion of share splits or other capital structure adjustments to Pubco that may be required prior to closing, no adjustment in the shares to be held by the initial Pubco shareholders shall be made for the possible oversubscription or undersubscription of the Pubco Offering by Brookstreet Securities, the Company’s placement agent.
Going Public Transaction lf a transaction is completed resulting in the Subsidiary becoming a separate publicly traded entity (via initial public offering, spin-off, or reverse merger), the CTO shall receive three and one third percent (3.33%) of the outstanding equity in the Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such three and one third percent (3.33%} shall be granted immediately before completion of a transaction for a qualified financing transaction defined as a firm commitment underwriting of $10,000,000 or more.
