Qualified Offering Notice definition
Examples of Qualified Offering Notice in a sentence
The Company shall provide a Qualified Offering Notice to the Holder not less than 10 days prior to the anticipated date of the consummation of a Qualified Offering.
In the event the Company fails to deliver a Qualified Offering Notice to the Holder not less than 10 days prior to the consummation of a Qualified Offering, the Holder shall have the ability to deliver a Qualified Offering Redemption Notice to the Company prior to or after the closing of the Qualified Offering and the Company shall be required to pay the Holder the indicated redemption amount within 5 days of its receipt of the Qualified Offering Redemption Notice.
The Subscriber shall then have 10 days after receipt of the Qualified Offering Notice (the “Offer Period”) to notify the Company in writing that it intends to exercise such preemptive right and as to the amount of Covered Securities the Subscriber desires to purchase, up to the maximum amount calculated pursuant to this Section 9(b) (the “Designated Securities”).
Except for the issuance of Excluded Securities, FelCor will provide the Bass Parties and the Holdings Parties with written notice of any sale by it for cash of any Securities of FelCor in which the gross proceeds of such sale to FelCor and its Subsidiaries equals or exceeds $100 million (such offering, a "Qualified Offering") no later than the closing date of the Qualified Offering (such notice, the "Qualified Offering Notice").
The Covered Securities to be sold to other investors in such Qualified Offering shall be sold at a price not less than, and upon terms no more favorable to such other investors than, those specified in the Qualified Offering Notice.
No later than five calendar days after receipt of the Qualified Offering Notice, each Stockholder must deliver to FelCor a written notice stating whether such Stockholder desires to acquire the same type of Securities that were issued and the number of Securities it intends to purchase (the "Election Notice").
The Qualified Offering Notice will specify the Securities that were issued, the purchase price (which, in the case of a public offering, will be the purchase price to the public and, in all other cases will be the purchase price to the purchasers (without regard to underwriting discounts or commissions) of the issued securities), the issuance date and all other material terms of such issuance.
For purposes of this Section 2.3(b), “significant actions” shall mean the engagement of underwriters, legal counsel and accountants by Equity One in connection with such offering after receiving a Qualified Offering Notice.
Notwithstanding the foregoing, the Holder may at its option require the Company to redeem up to 40% of the principal amount of this Debenture (together with accrued interest thereon) in cash (the “Qualified Offering Redemption Option”) by delivering written notice thereof (“Qualified Offering Redemption Notice”) to the Company within 5 days of its receipt of the Qualified Offering Notice, which Qualified Offering Redemption Notice shall indicate the amount the Holder is electing to redeem.
Notwithstanding the foregoing, the Holder may at its option require the Company to redeem up to 10% of the principal amount of this Debenture (together with accrued interest thereon) in cash (the “Qualified Offering Redemption Option”) by delivering written notice thereof (“Qualified Offering Redemption Notice”) to the Company within 5 days of its receipt of the Qualified Offering Notice, which Qualified Offering Redemption Notice shall indicate the amount the Holder is electing to redeem.