Qualified Merger definition

Qualified Merger means the uniting of one or more cooperative associations with one or more qualified corporations to form one cooperative association or qualified corporation, in such a manner that one entity participating in the merger continues to exist and absorbs the others, with the others ceasing to exist as cooperative or corporate entities.

Qualified Merger has the meaning ascribed to it in the Certificate of Designations.

Qualified Merger has the meaning set forth in the Securityholders Agreement.

Examples of Qualified Merger in a sentence

• At any time after the date on which the Corporation has entered into a definitive agreement relating to a Qualified Merger (as defined in Section 2(d) hereof), the Corporation may redeem all, but not less than all, of the Series B Preferred Stock by paying a redemption price of $16.00 plus any declared or accrued but unpaid dividends in cash, for each share of Series B Preferred Stock then redeemed.

• The Company shall provide written notice to the registered holder of this Agreement of a Qualified Merger Event at least ten days prior to the consummation of the Merger Event.

• Notice from the Company to the registered holder of this Agreement of a Qualified Merger Event shall provide detailed information regarding the consideration to be received by holders of Company Stock in connection with such Qualified Merger Event.

• This Agreement shall automatically terminate upon the earlier of (a) the date on which Investors and their Affiliates cease to own, in the aggregate, at least two percent (2%) of the Company’s outstanding Common Stock (on an as-converted basis), (b) a Qualified Public Offering, and (c) the consummation of a Qualified Merger (as such terms are defined in the Investors’ Rights Agreement, of even date herewith, among the Company and each of the investors listed on Schedule A thereto).

• The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect immediately before the consummation of a Qualified Public Offering or a Qualified Merger.

More Definitions of Qualified Merger

Qualified Merger means any merger of the Corporation with another entity the common stock or other equity interests of which are publicly held, where

Qualified Merger means, with respect to Holdings (or a direct or indirect parent of Holdings), the merger or consolidation with and into, or the dissolution or liquidation into, a special purpose acquisition company (or a subsidiary thereof), so long as (i) if Holdings is party to any such merger, consolidation, dissolution or liquidation, Holdings is the surviving or continuing entity of such merger, consolidation, dissolution or liquidation or the applicable surviving or continuing entity has assumed all obligations of Holdings under this Agreement and each other Loan Document pursuant to documentation acceptable to the Administrative Agent, (ii) the special purpose acquisition company is a publicly listed company, (iii) the Collateral after giving effect to any such merger, consolidation, dissolution or liquidation shall be identical in all material respects to the Collateral prior to giving effect to such merger, consolidation, dissolution or liquidation, (iv) any security interests granted to the Collateral Agent for the benefit of the Lenders and the other Secured Parties pursuant to the Security Documents in the assets of Holdings (or such surviving or continuing entity) and the other Loan Parties shall remain in full force and effect and perfected to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation, and all actions required to maintain said perfected status have been taken, and (v) in connection therewith, Holdings (or a direct or indirect parent of Holdings) or the Borrowers, as applicable, receives net proceeds of at least $50,000,000 that, if received by Holdings (or such direct or indirect parent of Holdings), are contributed by Holdings (or such direct or indirect parent of Holdings) to the Borrowers.

Qualified Merger means a merger of the Company with a publicly traded corporation as a result of which (i) the common equity of the surviving corporation issued to the holders of capital stock of the Company will be quoted on or listed for trading on a National Securities Exchange or a Qualified China Exchange and will be freely tradable without restriction (except for any limitations due to the “market standoff” provisions set forth in this Agreement and that certain Right of Co-Sale Agreement, dated on or about the date hereof, among the Company, the Investors (as defined therein) listed on Schedule A thereto and the Key Holders (as defined therein) listed on Schedule B thereto); and (ii) the aggregate market value of the voting and non-voting common equity held by non-affiliates of such surviving corporation will be at least $50 million.

Qualified Merger means a merger of the Company with another person that is a Qualified Public Company, or a subsidiary of a Qualified Public Company, in which the consideration received for Class I-1 Units, Class I-2 Units, Class I-3 Units, Class I-4 Units and Class I-5 Units pursuant to the merger consists of cash and/or the Marketable Securities of such Qualified Public Company.

Qualified Merger means a merger or similar business combination of the Company with Purchaser or a subsidiary or an Affiliate of Purchaser in a mutually agreeable structure and on customary terms for a transaction of this type, which must include the terms of a Qualified Merger set forth in that certain Term Sheet, dated December 4, 2022, as amended from time to time, by and between the Company and Purchaser.

Qualified Merger means a Merger Event in which the consideration to be received by holders of Stock at the closing of such Merger Event consists of cash or Marketable Securities (or a combination of cash and Marketable Securities).

Qualified Merger means a merger of the corporation with and into another party resulting in at least $500 million of public float of Common Stock on a Qualified Exchange.