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 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. As of the date of this Agreement, Parent intends to pursue an IPO to list the common stock of the Public Entity. In the event Parent, in consultation with its financial advisors, elects to pursue an alternate form of going public transaction, including, but not limited to, a SPAC merger, or to utilize an alternate corporate structure to effect such going public transaction, including, but not limited to, an “Up-C” structure, the parties shall use commercially reasonable efforts and work in good faith to modify this Agreement and to take any other necessary steps necessary to implement such alternate transaction or structure.
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.
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. ■
(a) Subject to the Placement Closing, the IPO Issuer covenants and agrees to use all commercially reasonable efforts to, in an expeditious manner, complete a public listing of the Common Shares on the Exchange by filing a Final Prospectus with the Commissions and obtaining a final receipt therefor (the "IPO"). The IPO Issuer acknowledges and agrees that the Investors, together with such other subscribers as the Investors shall directly or indirectly introduce to the IPO Issuer, will own a minimum of ¾ of the IPO Issuer upon completion of the IPO. ■
(b) Notwithstanding, the Lead Investor may, in his sole discretion, in lieu of the foregoing, require (by notice in writing to the IPO Issuer) the IPO Issuer to undertake an RTO in lieu of an IPO with a company listed on the Exchange (together with the IPO, the "Going Public Transaction"), provided that in such event, the Parties acknowledge and agree that all references in this Agreement to the IPO will be read and a construed as referring to an RTO, mutatis mutandis, and provided further that the IPO Issuer acknowledges and agrees to make such changes to the transactions contemplated herein in order to reflect the RTO instead of the IPO on substantially the same terms, including that the Investors, together with such other subscribers as the Investors shall directly or indirectly introduce to the IPO Issuer, will own a minimum of ¾ of the resulting issuer upon completion of the Going Public Transaction.
(c) The Parties acknowledge and agree that all aspects of the Going Public Transaction, including, but not limited to, document preparation and communicating with the Exchange, regulatory agencies, the Commissions, investment banks and investors, shall be the primary responsibility of the IPO Issuer and its representatives, provided that the IPO Issuer and its representatives will provide a copy of any such document or communication to the Lead Investor and obtain the Lead Investor's written approval (which approval shall not be unreasonably withheld) prior to any such documents or communications being submitted or made to the relevant Person. Notwithstanding, (i) the IPO Issuer and its representatives shall invite the Lead Investor and his representatives to attend and participate on all calls with the Exchange, regulatory agencies, the Commissions, investment banks and investors in connection with Going Public Transaction; (ii) the IPO Issuer and its representatives shall copy the Lead Investor and his repr...
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 Stock Exchange (collectively, a “Major Exchange”) without being subject to the seasoning requirements of the Major Exchanges that are applicable to companies that have completed a reverse merger transaction with a shell company prior to seeking listing on a Major Exchange. Advisor shall help the Company complete any corporate restructuring necessary to consummate the Going Public Transaction. On the closing date of the Going Public Transaction, the Shareholders, including Advisor and its affiliates, shall receive that number of shares (the “Shares”) of the Company’s common capital stock that shall represent five percent (5%) of the Company’s outstanding shares of common capital stock. The Company acknowledges and agrees that all costs and expenses associated with completing the Going Public Transaction and thereafter operating as a publically listed company in the United States shall be borne solely by the Company, and HFG shall be under no obligation to advance any funds on behalf of the Company to any third parties.
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 upon consummation of both the Going Public Transaction and the contemplated reverse split of Pubco’s outstanding common stock, the holders of Pubco’s common stock immediately prior to the closing of the Going Public Transaction shall hold, in the aggregate, 500,000 shares of Pubco’s issued and outstanding common capital stock.
Going Public Transaction. The Corporation will use its commercially reasonable efforts to complete the Going Public Transaction within 9 months after the Closing Date and will continue to attempt to complete the Going Public Transaction notwithstanding the issuance of the Penalty Shares, if any.
