Qualified Public Transaction definition

Qualified Public Transaction means an underwritten public offering of Ordinary Shares of the Company at a public offering price that values the Company as a whole at no less than US $150,000,000 and yields gross proceeds to the Company in excess of US$30,000,000.
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Qualified Public Transaction means the consummation of a transaction pursuant to which the Company merges with or into a direct or indirect subsidiary of a U.S. public company that (a) is incorporated in Delaware, (b) has filed all of the periodic reports required to be filed by it under the Exchange Act (or, if such public company is a voluntary filer, such company has filed all of the periodic reports that would have been required to have been filed by it under the Exchange Act if it were subject to the reporting requirements thereunder), and (c) has no Indebtedness or other material liabilities (the “Public Company”), pursuant to a merger agreement approved by the Company Board and the requisite percentage of shareholders under applicable law and containing customary representations, warranties and covenants as determined in good faith by the Company Board (the “Merger Agreement”), and following which the Company’s shareholders immediately prior to such transaction control not less than 99.0% of the issued and outstanding equity securities of the Public Company, calculated on a fully diluted basis (i.e., assuming the full conversion, exercise or exchange of, or subscription under, all Options and Convertible Securities and all similar rights and securities of the Public Company), entitled to vote generally in the election of directors.
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Examples of Qualified Public Transaction in a sentence

  • Without limiting the foregoing, the Company shall use its reasonable best efforts, and shall cause its Affiliates to use their reasonable best efforts, to, take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the Qualified Public Transaction as promptly as reasonably possible following the date of this Agreement.

  • Notwithstanding anything to the contrary contained herein, this Section 3(g) shall not apply to the Qualified Public Transaction.

Related to Qualified Public Transaction

  • Qualified Public Offering means the sale by the Company, in an ------------------------- underwritten public offering registered under the 1933 Act, of shares of the Company's Common Stock having an aggregate offering value of at least $10 million and where the per share price to the public multiplied by the number of shares of Common Stock issued under the Purchase Agreement and this and the other Executive Stock Agreements (adjusted for stock splits and other recapitalizations) is at least $30,000,000.

  • Specified public utility means an electrical corporation, gas corporation, or telephone corporation, as those terms are defined in Section 54-2-1.

  • Certified public accountant means an individual who is either of the following:

  • Registered Public Accounting Firm has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.

  • Accounting Standards means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133;

  • Independent Certified Public Accountant means a person duly registered in good standing and entitled to practice as a certified public accountant under the laws of the place of his residence or principal office and who is in fact independent. In determining whether an accountant is independent with respect to a particular person, appropriate consideration should be given to all relationships between the accountant and that person or any affiliate thereof. Determination of an accountant’s independence shall not be confined to the relationships existing in connection with the filing of reports with the awarding authority.

  • Underwriting Standards As to each Mortgage Loan, the Seller's underwriting guidelines in effect as of the date of origination of such Mortgage Loan.

  • International Accounting Standards means the accounting standards approved by the International Accounting Standards Board from time to time.

  • Practice of public accounting means the performance or the offering to perform, by a person holding oneself out to the public as a certified public accountant or a licensed public accountant, one or more kinds of professional services involving the use of accounting, attest, or auditing skills, including the issuance of reports on financial statements, or of one or more kinds of management advisory, financial advisory, or consulting services, or the preparation of tax returns or the furnishing of advice on tax matters. However, with respect to licensed public accountants, the “practice of public accounting” shall not include attest or auditing services or the rendering of an opinion attesting to the reliability of any representation embracing financial information.

  • Generally accepted auditing standards means Canadian Generally Accepted Auditing Standards as adopted by the Canadian Institute of Chartered Accountants applicable as of the date on which such record is kept or required to be kept in accordance with such standards.

  • 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.

  • Applicable Accounting Standards means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Quasi-public Agency means the Connecticut Development Authority, Connecticut Innovations, Incorporated, Connecticut Health and Educational Facilities Authority, Connecticut Higher Education Supplemental Loan Authority, Connecticut Housing Finance Authority, Connecticut Housing Authority, Connecticut Resources Recovery Authority, Connecticut Hazardous Waste Management Service, Capital City Economic Development Authority, Connecticut Lottery Corporation, or as this definition may otherwise be modified by Title 1, Chapter 12 of the Connecticut General Statutes concerning quasi-public agencies.

  • Business Combination Transaction means:

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • the public concerned means the public affected or likely to be affected by, or having an interest in, the environmental decision-making; for the purposes of this definition, non-governmental organizations promoting environmental protection and meeting any requirements under national law shall be deemed to have an interest.

  • International Financial Reporting Standards or “IFRS” means the accounting standards issued or endorsed by the International Accounting Standards Board.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Public Art means art that shall be accessible to the public, and includes all forms of original creations of visual art, conceived in any medium, material, or combination thereof, including paintings, drawings, stained glass, and murals in any media; statues, bas relief, mobile, kinetic, electronic, neon, or other sculptures; environmental artworks; fountains, arches or other structures intended for ornament; integrated and functional architectural elements of a structure; video and other media-based works; inscriptions, fiber works, carvings, mosaics, photographs, drawings, collages, textile works and prints; crafts, both decorative and utilitarian in clay, fiber, wood, metal, glass, stone, plastic and other materials; artist-designed public spaces and functional elements which are either a part of a larger project or a separate entity in and of itself.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.

  • Accounting Standard means GAAP.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Financial Closure means compliance with the requirements under Article 3.1 of this Agreement;