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).
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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”).
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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. ARTICLE II
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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). "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
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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 Xxxxxxx Xxxxxxx, 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
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Related to Qualified Primary Offering

  • Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Firm Commitment has the meaning set forth in Section 4.2.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.