AMCI IPO means AMCI’s initial public offering.
Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).
Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
Transformation time means the time difference between a change of concentration or flow (t0) at the reference point and a system response of 50 per cent of the final reading (t50).
QIPO means the consummation of a firm commitment underwritten public offering of the Company’s shares, netting to the Company at least US$ 30,000,000 (Thirty Million), at an offering price per share in excess of 3 (three) times the Original Issue Price of the Series BB-1 Preferred Shares.
Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.
Registration Date means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.
Reverse Split has the meaning set forth in Section 5.21.
Initial Offering Period means the period commencing with the initial effective date of the Prospectus and terminating no later than the ninetieth (90th) day following such date unless extended for up to an additional 90 days at the sole discretion of the General Partner.
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.
Competing Transaction has the meaning set forth in Section 6.1(n).
Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.
Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
Offer Closing Date has the meaning set forth in Section 1.01(f).
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Benchmark Transition Start Date means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
Lockup Period has the meaning set forth in Section 2.4(d)(i).
Registration Filing Date means the date that is ninety (90) calendar days after the Effective Date.
Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;
Registration Period shall have the meaning assigned to such term in Section 3(a).