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. 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. The Parties acknowledge and agree that i3 will complete a transaction by way of a reverse takeover, initial public offering, or similar transaction pursuant to which i3 will go public on a Canadian stock exchange on or before September 30, 2020 (the “Going Public Transaction”). The Parties hereby agree to amend paragraph 7(b) of the Business Development Portion of the Master Agreement and paragraph 9.1(c) of the Social Media Influencer Portion of the Master Agreement to reflect that the respective agreements may be terminated if the Going Public Transaction is not completed by September 30, 2020. The parties acknowledge and agree that in the event the Going Public Transaction is delayed beyond the currently anticipated timeline of May 2020, the delay will not have any impact on the payments owed to Xx. Xxxxxxxxx, and the quarterly payments of $300,000 USD, payable on the first day of each quarter will continue as outlined in section 1 above.
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. Xxxxxx will assist the Company in arranging for a "
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. 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. 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. 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.
