Partnering Transaction means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar partnering transaction with one or more businesses, involving the Company.
Partnering Transaction means a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses; (ii) “share capital” shall mean, collectively, the Class A Ordinary Shares, the Performance Shares and the Founder Shares; (iii) “Performance Shares” shall mean the 120,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued to an affiliate of the Sponsor on January 9, 2021 for an aggregate purchase price of $18,750, or approximately $0.075 per share and the 130,000 Performance Shares issued to such affiliate in exchange for 130,000 Founder Shares (as defined below) on a one-for-one basis on January 21, 2020, all of which were transferred to the Sponsor on January 28, 2021 such that the Sponsor possessed 250,000 Performance Shares immediately prior to the consummation of the Public Offering, (iv) “Founder Shares” shall mean the 2,300,00 shares of the Company’s Class F ordinary shares, par value $0.0001 per share, initially issued to an affiliate of the Sponsor on January 9, 2021 for an aggregate purchase price of $6,250, or approximately $0.0031 per share, (x) 130,000 of which were exchanged for Performance Shares on a one-for-one basis for Performance Shares, (y) 157,000 were surrendered on January 21, 2021, and the remaining Founder Shares were transferred to the Sponsor on January 28, 2021 and (z) on April 30, 2021, our Sponsor surrendered 575,00 Founder Shares for no consideration, such that the Sponsor possessed 1,437,500 Founder Shares (up to 187,500 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) immediately prior to the consummation of the Public Offering; (v) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares or Performance Shares; (vi) “Private Placement Warrants” shall mean the 5,000,000 Warrants (or 5,500,000 Warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,500,000 (or $8,250,000 if the over-allotment option is exercised in full), or $10.00 per Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Shares” shall mean Class A Ordinary Shares underlying the Private Placement Warrants (viii) “Public Shareholders” shall mean the holders of s...
Partnering Transaction means a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Series A Common Shares and the Founder Shares; (iii) “Series A Common Shares” shall mean shares of Series A Common Stock; (iv) “Founder Shares” shall mean (a) the 8,625,000 shares of the Company’s Series F common stock, par value $0.0001 per share, initially purchased by the Sponsor in a private placement prior to the Public Offering, (b) shares of the Company’s Series B common stock, par value $0.0001 per share, issued upon the conversion of such shares of Series F common stock, and (c) Series A Common Shares issued upon the conversion of such shares of Series B common stock; (v) “Private Placement Units” shall mean the units that will be acquired by the Sponsor for an aggregate purchase price of $10,000,000 in the aggregate (or $10,900,000 if the over-allotment option is exercised in full), at $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering (including the shares of Series A Common Stock (the “Private Placement Shares”) and private placement warrants underlying such units (the “Private Placement Warrants”) and the shares of Series A Common Stock issuable upon exercise of such Private Placement Warrants thereof); (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the Private Placement Units shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of a...
Examples of Partnering Transaction in a sentence
Furthermore, once the Company consummates a Partnering Transaction, it will not be required to register as an investment company under the Investment Company Act.
If, however, a stockholder vote is required by law or stock exchange listing requirement in connection with the initial Partnering Transaction or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Partnering Transaction to the Company’s stockholders for their approval (“Partnering Transaction Vote”).
Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the trust account to satisfy its obligations hereunder or (ii) the Company consummates a Partnering Transaction.
The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Partnering Transaction for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who assists the Company in sourcing targets for a Partnering Transaction, which fees shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.
More Definitions of Partnering Transaction
Partnering Transaction has the meaning assigned to such term in the Certificate of Incorporation.
Partnering Transaction means any transaction with a Partner resulting in an Out-License.
Partnering Transaction means a license, collaboration agreement, strategic partnering agreement or a similar agreement between Codiak and a Third Party pursuant to which Codiak grants such Third Party the right to participate (on other than a fee-for-service basis or otherwise on a basis that is for the benefit of Codiak) in the development and commercialization of a Licensed Product.
Partnering Transaction means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the "target business"), which Partnering Transaction: (a) as long as the securities of the Company are listed on the New York Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Partnering Transaction; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
Partnering Transaction means, with respect to the PRODUCT, that OSI grants to a SUBLICENSEE a sublicense under the LICENSES to offer for sale, sell and/or otherwise market, promote, distribute or commercialize the PRODUCT in all or part of the TERRITORY or otherwise grants a THIRD PARTY any right(s) to market, promote, distribute, offer for sale and/or sell the PRODUCT.
Partnering Transaction means a transaction pursuant to which (i) COMPANY grants to a THIRD PARTY a sublicense under any or all of COMPANY’s license rights to the NEKTAR AL LICENSED TECHNOLOGY pursuant to Section 2.1 or the ENZON PATENTS pursuant to Section 2.2, or (ii) COMPANY or its AFFILIATES grant to a THIRD PARTY any rights to distribute, promote, market, or sell the SELECTED PRODUCT. For the purposes of clarity, PARTNERING TRANSACTION shall not include a sale of substantially all of the business or assets of COMPANY (whether by merger, sale of stock, sale of assets or otherwise) to which this AGREEMENT pertains.
Partnering Transaction means an agreement providing a Third Party with the right, among other things, to promote, sell and supply T5000 Systems and/or Ibis Consumables in the European/Middle East Territory other than an agreement relating solely to IVD Use.