Offering Event definition

Offering Event means the occurrence of a public sale for cash of (i) equity securities, (ii) securities convertible into equity securities or a right, warrant or option to receive or purchase equity securities (the securities described in (i) and (ii) being collectively "Equity Securities"), (iii) convertible notes, (iv) notes combined with Equity Securities, or (v) all or substantially all of the assets, in each case of any of a Borrower or Guarantor; provided, that any private placement of equity securities, including the issuance by the Guarantor of shares of its common stock, shall not be an Offering Event.
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Offering Event means any sale of common equity securities of any Public Offering Entity, pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission or the equivalent thereof in a jurisdiction other than the United States, including an initial public offering or reverse merger; provided, however, that a sale of common equity securities solely with respect to the iMortgage Division, including the iMortgage Joint Venture (and no other portion the Company) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission or a spin-off of the iMortgage Division shall not constitute an Offering Event. A Public Offering shall constitute an Offering Event.
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Offering Event means a proposed capital markets offering of Indenture Notes for (i) the acquisition of Aircraft or Substitute Aircraft or (ii) the prepayment of outstanding Loans and the acquisition of Aircraft or Substitute Aircraft, which Citigroup Global Markets Inc. was unable to sell on terms and conditions mutually acceptable to the Borrower and Citigroup Global Markets Inc.
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Examples of Offering Event in a sentence

  • The provisions of this Article IV shall expire upon the occurrence of a Public Offering Event.

  • The foregoing shall not apply in the case of any Shares acquired by a Transferee pursuant to a sale of Shares pursuant to an effective registration statement under the Securities Act or, except for sales to an affiliate of the Company or sales made prior to a Public Offering Event, pursuant to Rule 144.

  • The provisions of this Article III shall expire upon the occurrence of a Public Offering Event.

  • The provisions of this Section 5.4 shall expire upon the occurrence of a Public Offering Event.

  • In the case of a Series C Offering Event, the Company may give notice (also a "Suspension Notice") to the Holders to suspend sales of Registrable Securities for so long as the Company reasonably determines is necessary and in no event shall such suspension exceed the date one hundred and eighty (180) days after the close of the Series C Offering Event.

  • Following the consummation of a Public Offering Event, the Company shall use its best efforts to ensure that the conditions to the availability of Rule 144 and Rule 145 set forth in paragraph (c) of Rule 144 shall be satisfied.

  • Following a Public Offering Event, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and will take such further action as any holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder to sell Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

  • Notwithstanding the foregoing, in the event of a Change of Control (as defined below) or Public Offering Event (as defined below), this Agreement shall terminate and all amounts payable under this Agreement during the term of this Agreement, as extended from time to time pursuant to this Section 3.1, discounted to present value at the date of such acceleration, shall become immediately due and payable.

  • The below timetable sets out certain key dates for the Subsequent Offering: Event DateLast day of trading in the Shares incl.

  • Upon any Transfer of Shares by a Management Stockholder following any Public Offering Event, any remaining provisions of this Agreement relating to such Shares shall cease to be effective.


More Definitions of Offering Event

Offering Event means a sale or issuance of debt by GVT or a subsidiary of GVT (other than shareholder loans or bank financing), or a sale or issuance of equity by GVT or a subsidiary of GVT (other than to existing shareholders of GVT), in either case occurring on or before the third anniversary of the settlement date of our Purchase Offer and that in either case generates net cash proceeds to GVT or such subsidiary of at least US$75,000,000.00.
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Related to Offering Event

  • Initial Triggering Event means any of the following events or transactions occurring after the date hereof:

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • 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.

  • Sporting event means any of the following athletic activities that is organized, operated, managed, or sponsored by the School:

  • Training Event means either a Course or Online Training, or both.

  • designated sporting event generally means any association football match, whether national or international. The full legal definition of the different classes of designated sporting events may be found in the Sports Grounds and Sporting Events (Designation) (Amendment) Order 2011, under Article 2(1) and 2(2) of Schedule 2.

  • Qualifying Event means, during the Participant’s Services with the Company and its Affiliates, the Participant’s death or Disability.

  • Delaying Event means any failure of a Party to perform any of its obligations set forth in this Agreement, caused in whole or in part by: 2.63.1 the failure of the other Party to perform any of its obligations set forth in this Agreement, including but not limited to a Party’s failure to provide the other Party with accurate and complete Service Orders; 2.63.2 any delay, act or failure to act by the other Party or its End User, agent or subcontractor; or 2.63.3 any Force Majeure Event.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Financing Event means the earlier of (i) a public offering by the Company of its Common Stock with aggregate gross proceeds of at least $5 million; or (ii) the listing of the Company’s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act.

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Disqualifying Event has the meaning specified in the definition of Eligible Currency.

  • 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).

  • Initial Public Offering Price The Underwritten Certificates will be offered to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

  • Offering Date means a date selected by the Board for an Offering to commence.

  • Private event means a social gathering or event attended

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Initial Public Offering 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.

  • Triggering Events means Triggering Event I, Triggering Event II and Triggering Event III, collectively.