Qualified Primary Offering definition
Qualified Primary Offering means a firmly underwritten primary registered public offering of Common Stock by the Company that raises at least $35 million in aggregate gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations and the like).
Qualified Primary Offering means a bona fide firm commitment underwritten public offering by the Company of Common Stock with a nationally recognized underwriter that (x) is pursuant to an effective registration statement of the Company filed by the Company under the 1933 Act and (y) generates gross proceeds to the Company in excess of $20,000,000 (it being expressly understood and agreed that, and without implication that the contrary would otherwise be true, in no event shall any of the following constitute a Qualified Primary Offering: any “at-the-market offering” (as defined in Rule 415(a)(4) promulgated by the SEC under the 1933 Act), “confidentially-marketed public offering,” “registered direct offering,” “wall-crossed offering,” “pre-marketed offering” or any other public offering that is announced after confidential marketing to investors or any “equity line of credit”).
Qualified Primary Offering means a firmly underwritten primary registered public offering of Common Stock by the Company that raises at least $35 million in aggregate gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations and the like). "Sale Notice" shall have the meaning set forth in Section 2.2 hereof. "Securities Purchase Agreement" shall have the meaning set forth in the first recital hereof. "Selling Party" shall have the meaning set forth in Section 2.2 hereof. "Series A Preferred Stock" shall have the meaning set forth in the first recital hereof. "Uncovered Stock" means any Additional Purchaser's total holdings of Common Stock that is not Covered Stock.
Examples of Qualified Primary Offering in a sentence
During the term of this Agreement, no Additional Purchaser may sell any shares of its Uncovered Stock into the public market before the completion of a Qualified Primary Offering; provided, however, that if a Qualified Primary Offering is not completed within twelve (12) months after the Effective Date, each Additional Purchaser may sell its shares of Uncovered Stock into the public market without any restrictions under this Agreement.
The term of the Trading Agreement shall commence on the Effective Date and terminate three years from the Effective Date; provided, however, that if a Qualified Primary Offering is completed within three years from the Effective Date, the term of this Agreement shall terminate at 5:00 p.m., New York time, on the eighteen (18) month anniversary of the initial closing date of such Qualified Primary Offering.
The term of this Agreement shall commence on the Closing Date under the Series C Securities Purchase Agreement and terminate September 7, 2004; PROVIDED, HOWEVER, that if a Qualified Primary Offering is completed prior to September 7, 2004, the term of this Agreement shall terminate at 5:00 p.m., New York time, on the eighteen (18) month anniversary of the initial closing date of such Qualified Primary Offering.
More Definitions of Qualified Primary Offering
Qualified Primary Offering means a firmly underwritten primary registered public offering of the Common Stock by the Company that raises at least $35 million in gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations, recapitalizations and the like). "Redemption and Exchange Agreement" shall have the meaning set forth in the fourth WHEREAS clause of this Agreement. "Registration Request" shall have the meaning set forth in Section 2.1 hereof. "Requesting Holder" shall have the meaning set forth in Section 2.1 hereof. "Rule 144" means Rule 144 promulgated by the Commission under the Securities Act, as in effect from time to time. "Securities Act" means the Securities Act of 1933, as amended, and any similar or successor federal statute, and the rules and regulations of the Commission thereunder, all as the same may be in effect at the time. "Securities Purchase Agreement" means that certain Securities Purchase Agreement, dated as of July 31, 2001, by and among the Company, certain of the Investors and certain other Persons, as amended and in effect from time to time. "Series C Securities Purchase Agreement" means that certain Securities Purchase Agreement, dated as of May 31, 2002, between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as amended and in effect from time to time. "Series D Securities Purchase Agreement" means that certain Securities Purchase Agreement, dated as of June 27, 2003, by and among the Company and certain of the Investors, as amended and in effect from time to time. "Series E Preferred Stock" shall have the meaning set forth in the fourth WHEREAS clause of this Agreement. "Series E Preferred Stock Warrants" means the warrants to purchase shares of Series E Preferred Stock issued to certain of the Investors pursuant to the Redemption and Exchange Agreement. "Shares" shall have the meaning set forth in Section 3.1 hereof. ARTICLE II
Qualified Primary Offering means a firmly underwritten primary registered public offering of the Common Stock by the Company that raises at least $35 million in gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations, recapitalizations and the like). "Registration Request" shall have the meaning set forth in Section 2.1 hereof. "Requesting Holder" shall have the meaning set forth in Section 2.1 hereof. "Rule 144" means Rule 144 promulgated by the Commission under the Securities Act, as in effect from time to time. "Securities" shall have the meaning set forth in the first recital of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and any similar or successor federal statute, and the rules and regulations of the Commission thereunder, all as the same may be in effect at the time. "Securities Purchase Agreement" shall have the meaning set forth in the first recital of this Agreement. "Series A Preferred Stock" shall have the meaning set forth in the first recital of this Agreement. "Series A Preferred Stock Warrants" means the warrants issued to certain of the Investors pursuant to the Securities Purchase Agreement or the Additional Purchase Agreement to purchase 100,000 shares of Series A Preferred Stock as evidenced by those certain Warrant Certificates, of even date herewith, between each such Investor and the Company, as each such Warrant Certificate may be amended from time to time. "Shares" shall have the meaning set forth in Section 3.1 hereof. ARTICLE II