Go Public Transaction definition

Go Public Transaction means any of (i) an IPO/Listing Event, (ii) a SPAC Transaction or (iii) a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded entity or wholly-owned subsidiary of such entity in which the common stock or share capital of such publicly traded entity or its successor entity is listed on an Exchange immediately following the consummation of such transaction or series of related transactions and the primary purpose of which transaction was as a direct or indirect go-public transaction for the Company (e.g., a reverse merger). The Administrator will determine in its sole discretion whether a transaction or series of related transactions constitutes a Go Public Transaction.
Sample 1Sample 2
Go Public Transaction means (i) a transaction with a capital pool corporation or other entity that is a reporting issuer in at least one jurisdiction of Canada by way of plan of arrangement, amalgamation, reverse take-over, qualifying transaction, or any other business combination or similar transaction pursuant to which securities of the Licensee (or securities of the resulting issuer) are listed on a recognized stock exchange in Canada or the United States, (ii) an initial public offering or other similar transaction (including a privately placed offering followed by a listing of securities) and listing of securities of the Licensee on a recognized stock exchange in Canada or the United States, or (iii) an acquisition, whether by merger, amalgamation, plan of arrangement, share purchase or other similar transaction by a person, or group of persons, of all of the outstanding securities of the Licensee.
Sample 1
Go Public Transaction means an initial public offering, whether on a treasury or secondary basis, to the public, of any securities in Canada or the United States by way of a prospectus, registration statement or other similar disclosure document, or a direct listing transaction, which results in such securities being freely tradable in a jurisdiction to and between members of the public without the requirement of filing a further prospectus or similar disclosure document, and shall include other comparable go-public transactions such as a reverse take-over transaction, a go-public transaction with a special-purpose acquisition company (SPAC), or analogous “blank check company” effected via a “de-SPAC” transaction or analogous transaction.
Sample 1

Examples of Go Public Transaction in a sentence

  • Any special assessments shall be paid in full by the Optionor at or prior to closing.

  • On January 15, 2019, the Company entered into a note payable agreement in the amount of $1,100 in exchange for cash receipts of $1,000 maturing the earlier of March 25, 2019 or 30 days after the Go Public Transaction.

  • Should Company, after the Go Public Transaction or Uplisting Transaction, achieve any vesting or threshold related to Company revenue or the Target Valuation which would otherwise earn Employee any incentive compensation attached thereto according to Section 2(c) of this Agreement as may be amended from time to time during the Employment Term, Employee shall have earned such incentive compensation as if Employee were not terminated by Company during the Employment Term in addition to the Buy Out.

  • By way of training only, the Advisory Fee will be deferred and not payable until the Go Public Transaction is completed and the Company raises not less than $400,000 in its sales of stock and/or other securities.

  • With respect to Section 6, Future Rights will only survive Termination if a Go Public Transaction was consummated during the term of the Agreement and the Agreement has not been terminated for Cause.

  • However, interest shall only be payable in cash by the Company to the Debentureholders (as defined herein) if the Company fails to complete the Go Public Transaction (as defined herein) on or prior to the Maturity Date.

  • Notwithstanding the foregoing, provided that this Debenture is not converted by the Creditor in accordance with Article Five in connection with a Change of Control transaction or Go Public Transaction, the Corporation shall be permitted to repay to the Creditor the whole of any principal sum and any accrued interest owing by it hereunder as part of and at the time of completion of such Change of Control transaction or Go Public Transaction.

  • A Regulation A or D or other private placement offering completed in advance of a Go Public Transaction, funding received from GEM Capital, strategic alliances, collaborations, and licensing transactions will not be considered a Transaction or Financing for purposes of this Agreement.

  • EXPLORATION PROPERTY INTEREST (CONTINUED) Satisfaction of the Option Agreement also requires the Company to incur a minimum of $100,000 of exploration expenditures on McKinney on or before the 12-month anniversary of the Go Public Transaction; and a further $400,000 of exploration expenditures on or before the 36-month anniversary of the Go Public Transaction.

  • As a condition to any Go Public Transaction or Uplisting Transaction, Company shall obtain directors and officers insurance covering Employee that is acceptable to Employee at his sole discretion (“D&O Policy”).


More Definitions of Go Public Transaction

Go Public Transaction means listing of the Optionee’s Common Shares on an Exchange; (b) the acquisition of the Optionee by an existing company listed on an Exchange, such that the resulting effect is that holders of the Optionee’s Common Shares receive shares in the capital of the Resulting Issuer; (c) the assignment or transfer of the rights granted under this Agreement by the Optionee, directly or indirectly, to an existing company listed on an Exchange; or (d) any other type of transaction whatsoever which results in the current holders of the Optionee’s Common Shares receiving shares of a company listed on an Exchange for their existing Optionee Common Shares, or which results in the rights granted under this Agreement being held by a company listed on an Exchange;
Sample 1
Go Public Transaction means a transaction contemplated by a Go Public Agreement that results in the shareholders of the Optionee holding shares in a “reporting issuer” as defined under applicable Canadian securities laws that is listed on a recognized Canadian stock exchange.
Sample 1
Go Public Transaction means a transaction whereby the Company becomes a publicly traded company on a recognized stock exchange in Canada or the United States (including but not limited to the Over-the-counter bulletin board) whether pursuant to: (i) a final prospectus for which a receipt has been issued by a securities commission or similar regulatory body in Canada or pursuant to an effective registration statement filed with the United States Securities and Exchange Commission; or (ii) pursuant to a reverse take-over, statutory amalgamation, statutory arrangement or similar transaction involving the Company and which, in each case, results in the common stock of the Company or the common stock of the resulting issuer being listed on a recognized stock exchange in Canada or the United States;
Sample 1
Go Public Transaction means a transaction or series of transactions, which is completed concurrently in connection with a Qualified Financing, that result in any of the following: (a) an initial public offering of the Company’s securities resulting in the Company’s securities being listed for trading on the Stock Exchange and the Company becoming a “reporting issuer” (as that term or its equivalent is defined in applicable securities laws) in any jurisdiction in Canada (or the equivalent in any other jurisdiction) provided that, at the time of such listing, all of the Units (including the Units into which the Debentures may be converted pursuant to the terms herein) shall not be subject to any restricted period or hold period under applicable securities laws (other than in respect of resales by control persons or any escrow requirements of an applicable Stock Exchange); (b) an amalgamation, arrangement, merger, reverse takeover, reorganization or other similar transaction of the Company with or into any other person (provided that the other person is not an Affiliate of the Company) whereby all of the issued and outstanding Units are sold, transferred or exchanged for Free Trading Securities, or which results in all of the Units (or the securities of a successor issuer) being listed on a Stock Exchange and not being subject to any restricted period or hold period under applicable securities laws (other than in respect of resales by control persons or any escrow requirements of an applicable Stock Exchange); (c) a sale or conveyance of all or substantially all of the property and assets of the Company to any arm’s length third party for consideration consisting of Free Trading Securities and the subsequent distribution of all of such consideration to all of the holders of Units, on a pro rata basis; (d) the sale or exchange of all or substantially all of the units of the Company for Free Trading Securities; or (e) any combination of the events or circumstances described in subsections (a), (b), (c) or (d) above, such that all of the Units shall be subject to one or more of subsections (a), (b), (c) or (d), above;
Sample 1
Go Public Transaction means the Company successfully files a Registration Statement with the Securities and Exchange Commission or successfully completes a Reverse Merger Transaction whereby the Company’s class A common shares are listed for public trading on an Approved Exchange.
Sample 1
Go Public Transaction means a transaction with a capital pool company or other company that is a reporting issuer in at least one jurisdiction of Canada, by way of plan of arrangement, amalgamation, reverse take-over, qualifying transaction, any other business combination or other similar transaction or an initial public offering, direct listing or other similar transaction pursuant to which the Common Shares (or the common shares of the resulting issuer) are listed on the TSX Venture Exchange, the CSE or any other exchange. For greater clarity, for the purposes of this Debenture a “Go Public Transaction” does not include the Liquidity Event;
Sample 1

Related to Go Public Transaction

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • Public transit means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, subways, and other forms of transportation that charge set fares, run on fixed routes, and are available to the public.

  • Business Combination Transaction means:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Public Trading Date means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • public transport means a vehicle operated by a passenger transport company or by a bus company in the provision of a public transport service;

  • 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.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Public-finance transaction means a secured transaction in connection with which:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • 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.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • 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:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.