Public Company Event definition

Public Company Event means the first to occur of (x) an IPO (as defined in the Stockholders’ Agreement), (y) the date the Common Stock is listed on the New York Stock Exchange (NYSE), National Association of Securities Dealers Automatic Quotation System (Nasdaq) or another qualified securities exchange in the United States as determined by the Board, or (z) the consummation of any transaction or series of transactions whereby shares of Common Stock are exchanged for shares of common stock of another entity, including a special purpose acquisition company (a “Public Entity”), that are publicly traded on the New York Stock Exchange (NYSE), National Association of Securities Dealers Automatic Quotation System (Nasdaq) or another qualified securities exchange in the United States as determined by the Board, including as a result of the Company merging with, becoming controlled by, or falling under common control with, a Public Entity.

Public Company Event means an IPO, SPAC Acquisition or any other event that results in the public listing of equity securities of EGH or any of its respective Subsidiaries that owns, directly or indirectly, the same assets and Subsidiaries as EOC (or any newly formed direct or indirect parent thereof).

Public Company Event shall have the meaning specified in the Notes.

Examples of Public Company Event in a sentence

• In any case, following a Public Company Event and during an open trading window, the Company shall cooperate with the Participant in order to facilitate the Participant having the ability to enter into valid 10b-5-1 plans to satisfy tax obligations in connection with equity award vesting and settlement.

• The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the product of (A) the number of Shares held by such Holder and (B) the Series C Original Issuance Price (as adjusted pursuant hereto for stock splits, stock dividends, reclassifications and the like) plus the amount of any accrued but unpaid dividends on the Shares, by (ii) the Conversion Price applicable to such Shares on the date of the closing of such Qualified Public Company Event.

• Each of the Holder and the Issuer shall take such further actions as are necessary to carry out the intent or the purposes of this Note (including executing and delivering further agreements, instruments and documents, including in connection with any Public Company Event or Change of Control Event) as the other party may reasonably request in order to consummate, complete and carry out the actions or transactions contemplated hereby and the intent of the parties hereunder.

• Unless earlier redeemed or converted pursuant to the terms hereof, if a Qualified Financing or Qualified Public Company Event has not occurred prior to the first anniversary of the Original Issuance Date, at the election of the Holder, upon delivery of written notice to the Corporation, the Shares and all accrued and unpaid dividends thereon, may be converted in whole or in part into Conversion Shares.

• Notwithstanding anything to the contrary in this Note, in no event may a Subsidiary effect a transaction that would be a Public Company Event if effected by the Company unless such Subsidiary, with the consent of the Required Investors, immediately prior to the consummation of such transaction, expressly assumes this Note and the payment obligations under this Note.

More Definitions of Public Company Event

Public Company Event means (i) a business combination between the Company and a special purpose acquisition company that is registered under the Securities Act of 1933, whose assets consist solely of cash and cash equivalents and formed for the purpose of acquiring an operating business, or (ii) the closing of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public.

Public Company Event means any transaction pursuant to which the Common Equity of the Issuer (including any Successor Issuer) becomes registered under Section 12(b) of the Exchange Act, including, for the avoidance of doubt, an underwritten initial public offering, a deSPAC Transaction, a Merger Event in which the Issuer or the Successor Issuer has Common Equity registered under Section 12(b) of the Exchange Act or a Direct Listing.

Public Company Event means either (i) a firm commitment underwritten public offering of Listed Securities pursuant to a registration statement on Form S-1 under the Securities Act, (ii) a direct listing of, or any other similar transaction involving (“Direct Listing”), the Company’s Listed Securities which results in the Listed Securities trading on an Applicable Market and being registered pursuant to Section 12 of the Exchange Act, or (iii) a merger with or into a SPAC after which the Company or a Successor Company has Listed Securities.

Public Company Event means an IPO, SPAC Acquisition or any other event that results in the public listing of equity securities of the Company or any of its respective Subsidiaries that owns, directly or indirectly, the same assets and Subsidiaries as OpCo (or any newly formed direct or indirect parent thereof).

Public Company Event means a Qualified Public Company Event or a Non-Qualified Public Company Event.

Public Company Event means the first to occur of (a) -------------------- consummation of a firm commitment underwritten initial public offering of the common stock of the Reorganized Entity (or any successor) by means of a registration statement filed with the SEC, which offering does not exclusively relate to the securities under an employee stock option, bonus or other compensation plan, or (b) the registration of the common stock of the Reorganized Entity (or any successor) pursuant to Section 12(b) or 12(g) under the Exchange Act.

Public Company Event means a Direct Listing, Public Offering or a De-SPAC Transaction.