Qualified Direct Listing definition

Qualified Direct Listing means an initial listing of any class of common stock of the Company (which need not be Class A Common Stock, Class B-1 Common Stock or Class B-2 Common Stock) on NASDAQ or the NYSE by means of an effective registration statement filed by the Company with the SEC, without a related underwritten offering of such common stock, for which the Board, in its sole discretion, determines that the Company is expected to have a market capitalization equal to or greater than $375,000,000 at any time on the first day of trading.
Sample 1Sample 2Sample 3
Qualified Direct Listing has the meaning ascribed to it in the Restated Certificate.
Sample 1
Qualified Direct Listing means the registration of any of shares of Common Equity of Issuer by means of an effective registration statement under the Securities Act that registers shares of Common Equity for resale, and following which the shares of Common Equity of Issuer are listed for trading on a Recognized Trading Market, the reference price per share of which, as set by the Recognized Trading Market on the Business Day immediately prior to the first Trading Day in connection with such listing, shall be at least equal to a price per share equal to the quotient of (x) $1,100,000,000, divided by (y) the total number of shares of Common Equity outstanding or issuable upon the exercise or conversion of all then-outstanding exercisable or convertible securities or reserved for future issuance pursuant to any equity incentive plan as of such date.
Sample 1

Examples of Qualified Direct Listing in a sentence

  • At any time prior to an IPO or a Qualified Direct Listing, any purchaser or transferee (other than Investor Sub or any other Permitted Transferee) of shares of Class C Common Stock or Class C-1 Common Stock from the Investor pursuant to this Article 7 shall be required, at the time of and as a condition to such purchase or Transfer, to become a party to the Voting Agreement and Investors’ Rights Agreement and to assume those obligations generally applicable to Stockholders thereunder.

  • Such conversion will occur at a conversion price equal to (i) the per share price in the Qualified SPAC Combination, the offering price in the Qualified IPO or the per share reference price in such Qualified Direct Listing, as applicable, multiplied by (ii) one minus the Discount Percentage.

  • This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s initial Public Offering or Qualified Direct Listing, as applicable, and (b) the consummation of a Deemed Liquidation Event in which the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities, or if the Investors receive substantially similar rights.

  • The covenants set forth in Sections 3.5, 3.6, 3.7, 3.8 and 3.11 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified IPO or (ii) a Liquidation Transaction, as that term is defined in the Restated Certificate, (iii) a Qualified Direct Listing, as that term is defined in the Restated Certificate, or (iv) a Qualified SPAC Transaction, as that term is defined in the Restated Certificate.

  • If Issuer consummates a Qualified IPO or a Qualified Direct Listing, the Notes shall be automatically converted in accordance with the terms set forth in the Notes, provided that, in no event shall any Holder be required to enter into a lock-up agreement or similar arrangement in connection with such conversion.

  • In case of a Qualified IPO or Qualified Direct Listing, this Note shall be automatically, and with no further action on the part of Issuer or Holder, converted into fully paid and non-assessable Conversion Shares, as set forth in this Section 3.

  • In such event, each of the Issuer and the Holder shall cooperate with the other party’s legal advisors in the preparation and filing of any documentation, notifications, filings, registrations, submissions and other materials required or necessary under any applicable Antitrust Law and providing, within a reasonable time, all documents and information necessary to prepare and make any such filing prior to the consummation of any Qualified IPO, Qualified Direct Listing or SPAC Transaction.

  • Termination: Upon the occurrence of a Qualified IPO or Qualified Direct Listing on the NYSE or NASDAQ (each term to be defined in the stockholders agreement), the foregoing terms (but for greater certainty, not the terms attached to the securities themselves and the 30% Rule provision below) shall automatically terminate.


More Definitions of Qualified Direct Listing

Qualified Direct Listing has the meaning set forth in the Investors’ Rights Agreement.
Sample 1
Qualified Direct Listing shall have the meaning given to it in the Company’s Certificate of Incorporation.
Sample 1

Related to Qualified Direct Listing

  • Qualified Director means a person who, at the time action is to be taken under:

  • Designated Director means a person designated by the RE to ensure overall compliance with the obligations imposed under chapter IV of the PML Act and the Rules and shall include:

  • Qualified Nurse means a person who holds a valid registration from the Nursing Council of India or the Nursing Council of any state in India.

  • Qualified Marketmaker means an entity that holds itself out to the public or applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company, in its capacity as a dealer or market maker in claims against the Company.

  • Qualified Device means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected.

  • qualifying person means a person in respect of whom payment has been made from the Fund, the Eileen Trust, MFET Limited, the Skipton Fund, the Caxton Foundation or the London Bombings Relief Charitable Fund;

  • Technically Qualified Bidder means a Bidder whose Techno-Commercial Bid is responsive and meets the requirements to the satisfaction of OMC as per terms and condition of the Bid document and is qualified for opening of its Price Bid;

  • Unrestricted Stock means an Award pursuant to Section 11 hereof.

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Proposed Nominee Associated Person of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

  • Qualified voter means a person who is entitled to vote pursuant to the Constitution of Virginia and

  • Qualified Manager means in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Property, provided, that Borrower shall have obtained (i) prior written confirmation from the applicable Rating Agencies that management of the Property by such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof and (ii) if such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:

  • Qualified Census Tract means any Census tract which is designated by the Secretary of Housing and Urban Development as having 50 percent or more of the households at an income level which is less than 60 percent of the Area Gross Median Income in accordance with Section 42(d)(5) of the Code.

  • Qualified distribution means a distribution from a Roth Elective Deferral Account after the Participant has satisfied a five year tax holding period and has attained age 59½, died, or become Disabled, in accordance with Code Section 402A(d). The five year tax holding period is the period of five consecutive taxable years that begins with the first day of the first taxable year in which the Participant makes a designated Roth Elective Deferral under the Plan or to another retirement plan which amount was directly rolled over to the Plan, and ends when five consecutive taxable years have been completed.

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

  • Eligible Voter means a legal voter who resides in the jurisdiction of the county,

  • Investor Nominee means a person designated for election to the Board of Directors by the Investor pursuant to the Investment Agreement.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Qualifying Director means a Person who is, with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

  • Section 423 Component means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • Unrestricted Shares means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.