Qualified Public Offering. The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.
Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members.
(b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may be exchanged in accordance with this Section 7.6 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, all of the Company’s assets had been sold for their Fair Market Values and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing:
(i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions;
(ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements;
(iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general p...
Qualified Public Offering. The Company’s underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of shares of Common Stock in which not less than $20,000,000 of gross proceeds from such public offering are received by the Company for the account of the Company.
Qualified Public Offering. Section 29(y) of the Notes is hereby amended and restated as follows:
Qualified Public Offering. Qualified Public Offering shall mean an underwritten public offering or offerings of the Company's securities under one or more effective registration statements under the Securities Act which results in aggregate cash proceeds being received by the Company of at least $5,000,000 exclusive of underwriting discounts as a result of which such securities are listed or admitted to trading on a securities exchange or quoted by NASDAQ.
Qualified Public Offering. (a) Prior to a Qualified Public Offering, the vesting of the Options shall fully accelerate so that all the Options are vested.
Qualified Public Offering. Notwithstanding anything to the contrary in Section 1(a)(ii) above, if the Company consummates a Public Offering prior to the date on which the Option has otherwise become exercisable with respect to all of the Option Shares, the Option will vest and become exercisable immediately prior to consummation of such Public Offering with respect to 50% of the unvested Option Shares, if such Public Offering is a Qualified Public Offering, and with respect to 25% of the unvested Option Shares, if such Public Offering is a Non-Qualified Public Offering, so long as the Executive is, and has been continuously, employed by the Company or any Subsidiary from the date hereof through the date of the consummation of such Public Offering. All Option Shares which remain unvested after application of the preceding sentence shall vest monthly on a pro rata basis over the remainder of the Vesting Period commencing on the date of the consummation of the Public Offering (or, if later, the Six-Month Date) so long as the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date (with the cumulative percentage of Option Shares vested on any given date based on the number of complete calendar months elapsed since the Public Offering).
Qualified Public Offering. At the request of the Preferred Majority (as defined in the Shareholders Agreement), the Company, the Key Holders shall use their best effort to consummate a Qualified Public Offering. The Key Holders shall ensure that, prior to the commencement of Qualified Public Offering by the Company, each entity described above and its respective shareholders are in compliance with such requirements in all respects and that there is no barrier to repatriation of profits, dividends and other distributions from the WFOE (or any successor entity) to the Company.
Qualified Public Offering. As used in this Section 5, "Qualified Public ------------------------- Offering" means the sale, in an underwritten public offering, registered under the Securities Act of 1933, of shares of the Company's common stock, (A) immediately after which the number of shares of common stock then publicly held constitute at least twenty percent (20%) of the outstanding shares of common stock, on a fully diluted basis, and (B) which results in cash proceeds to the Company and/or its shareholders which, when aggregated with any cash proceeds paid to the Company and/or its shareholders in connection with any prior underwritten registered public offerings of the Company's common stock, equals or exceeds twenty-five million dollars ($25,000,000).
Qualified Public Offering. A firm underwritten public offering of the ------------------------- Company's Common Stock under the Securities Act completed by the Company and resulting in gross cash proceeds (before underwriting discounts and commissions) of at least twenty million dollars ($20,000,000). Register, registered, and registration refer to a registration effected -------- ---------- ------------ by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
