Qualified IPO Sample Clauses
A Qualified IPO clause defines the specific conditions under which an initial public offering (IPO) is considered to meet the agreed standards set out in a contract, often triggering certain rights or obligations for the parties involved. Typically, this clause will specify minimum thresholds such as the amount of capital raised, the stock exchange on which the shares are listed, or the price per share. Its core practical function is to ensure that only IPOs meeting these predefined criteria activate contractual provisions, thereby protecting parties from unintended consequences arising from substandard or premature public offerings.
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Qualified IPO. (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO.
(b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that eac...
Qualified IPO. The term “Qualified IPO” shall have the meaning set forth in the Restated Certificate.
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 ▇-▇, ▇▇▇▇ ▇-▇ 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.
Qualified IPO. Subject to applicable laws, the Company and the Founder shall use commercially reasonable best efforts to effectuate the closing of a Qualified IPO within thirty-six (36) months of the date of this Agreement. In the event of the closing of a Qualified IPO, each of the Company and the Founder agree to use commercially reasonable best efforts, subject to applicable laws, to minimize restrictions on the transfer of any Series A Preferred Shares held by the Investor (or Ordinary Shares that have been converted from such Series A Preferred Shares).
Qualified IPO. The Company and Founders undertake to use their best efforts to, within 48 months from the date of Closing (as defined in the Purchase Agreement) to complete a Qualified IPO.
Qualified IPO. Each of the Investors, the Founder and the Company shall use their best endeavors to achieve a Qualified IPO by June 30, 2016, shall vote in favor of, and cause all the Directors designated thereby to vote in favor of, the consummation of the Qualified IPO and the actions reasonably taken to consummate the Qualified IPO. No offering of the shares of any member of the Company Group shall be made other than through a Qualified IPO.
Qualified IPO. The Qualified IPO shall have been completed and the proceeds therefrom shall have been received by the Company.
Qualified IPO. (a) In connection with any proposed Qualified IPO approved in accordance with this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of...
Qualified IPO. Upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of the Company (“Common Stock”) for the account of the Company in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $30,000,000 (the “Qualified IPO”), the principal and interest due on this Note shall be convertible, automatically and without further action by the Holder hereof, into that number of fully paid and nonassessable shares of Common Stock determined by dividing the unpaid principal amount of this Note and interest due as of the closing of the Qualified IPO by eighty percent (80%) of the per share price of the Common Stock sold in the Qualified IPO. The conversion shall be deemed to have occurred as of the date of such closing. As a condition precedent (which may be waived by the Company) to conversion of this Note as provided for in this Section 5(b), the Holder of this Note will be required to execute such agreements and other documents prepared in connection with the Qualified IPO as are customary and executed by other purchasers of Common Stock in the Qualified IPO.
Qualified IPO. The Company and Founders undertake to use their best efforts to, within three (3) years from the date of the Closing, conduct a Qualified IPO of the Company on NASDAQ National Market System or Hong Kong Stock Exchange (Main Board) or any other stock exchange acceptable to the Super Majority Preferred Holders.