Public Transaction definition

Public Transaction means any (a) purchase of shares offered pursuant to an effective registration statement under the Securities Act of 1933 or (b) open-market purchase of shares on a national securities exchange if, in either such case, the price and other terms of sale are not negotiated by the purchaser and the seller of the beneficial interest in the shares.

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Public Transaction any transaction (including a public offering (on either a primary or secondary basis), including by merger, consolidation or otherwise with and into a publicly traded company or subsidiary thereof) that results in the common equity of Holdings (or other direct or indirect parent of Holdings) or the surviving company in a merger, consolidation or other transaction involving Holdings or such parent being listed on a nationally-recognized stock exchange.

Public Transaction means any (a) purchase of shares offered pursuant to an effective registration statement under the Securities Act of 1933 or

Examples of Public Transaction in a sentence

• This provision shall be binding upon any permitted successors or assigns of Purchaser and shall automatically terminate at the time the Company enters into a Going Public Transaction in accordance with the terms of this Agreement.

• From and after the date of Closing and until such time as the Company completes a Going Public Transaction, the Company shall not issue any shares of the Company's common stock pursuant to a registration statement on Form S-8.

• Following Closing, Purchaser, as the controlling stockholder of the Company, will not permit the Company to authorize the issuance of any additional shares of the Company's capital stock or securities convertible into the Company's capital stock except in connection with a combination transaction with a corporation or other business entity with current business operations (a "Going Public Transaction").

• Without limiting the foregoing, the Company shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to, take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the Qualified Public Transaction as promptly as reasonably possible following the date of this Agreement.

• In addition, except in the event of an act constituting either willful misconduct or gross negligence on the part of HFG, the Company agrees that it will not hold HFG responsible in the event that either the Restructuring, the Financing or the Going Public Transaction is not consummated, nor shall it hold HFG liable for any damages suffered by the Company as a result of the Company’s inability to consummate either the Restructuring, the Financing or the Going Public Transaction.

More Definitions of Public Transaction

Public Transaction means a Securitization Transaction involving the offering and sale of securities pursuant to an effective registration under the Securities Act of 1933, as amended, or an exemption from such act (other than an exemption provided under section 3(a)(3) of such Act).

Public Transaction means a transaction or event pursuant to which the Company files and/or is required to file reports with the Commission or the type required by Section 13 of the Exchange Act.

Public Transaction has the meaning set forth in Section 7.2(a).

Public Transaction means, with respect to e.GO, e.GO’s intended public offering (initial public offering, private placement, direct listing, reverse merger or de-SPAC transaction and or alike) to eventually take place after the date of this Contract;

Public Transaction shall be defined as the closing of: (i) a transaction resulting in the business or assets of the Company being listed (directly or indirectly) on the Canadian Securities Exchange or any other recognized securities exchange (the “Stock Exchange”), including but not limited to an initial public offering, plan of arrangement, amalgamation, reverse take-over or other business combination pursuant to which the securities of the Company (or any resulting issuer or parent thereof) are listed on the Stock Exchange; and (ii) a concurrent financing for aggregate gross proceeds of greater than or equal to $20,000,000.

Public Transaction means a transaction which results in the business of the Parent being owned by a publicly traded company (which may occur by stock exchange, merger or other manner)); it being understood that (i) the shareholders of Parent immediately prior to such transaction will own a majority of the voting stock of the Public Company immediately following the transaction, (ii) the Parent shall be merged with or into, or become a wholly owned subsidiary of, the Public Company immediately following the consummation of such transaction, and (iii) immediately following the consummation of such transaction the Public Company shall be listed or quoted on a Principal Market.

Public Transaction means the sale of securities through the facilities of a securities exchange or in the over-the-counter market.