Qualified Secondary Offering definition

Qualified Secondary Offering means a firm-commitment underwritten public offering of Common Stock to the public at a price of at least $5.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) pursuant to an effective registration statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company.

Qualified Secondary Offering means a sale of the Company's Common Stock pursuant to a public offering of the Company's Common Stock on Form S-1 (or any other appropriate general or short registration form) under the Securities Act of 1933, as amended, pursuant to which the Common Stock is offered (whether or not for the Company's account) for at least $8.75 per share, subject to appropriate adjustment if any of the events set forth in Section 7(f)(i) shall occur.

Qualified Secondary Offering means a sale of Company's Common Stock pursuant to a public offering of Company's Common Stock on Form S-1 (or any other appropriate general or short registration form) under the Securities Act of 1933, as amended, which is consummated on or before December 31, 1999, pursuant to which the Common Stock is offered (whether or not for Company's account) for at least $8.75 per share, subject to appropriate adjustment if any of the events set forth in Section 4.2 shall occur and pursuant to which GE Capital has the ability to sell at least 1,766,245 shares of Common Stock.

Examples of Qualified Secondary Offering in a sentence

• The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect upon the earlier of (i) the closing of the Qualified Secondary Offering or (ii) the conversion of all shares of Series A Preferred Stock into Common Stock pursuant to the Certificate of Incorporation.

• If Company does not consummate a Qualified Secondary Offering, this Warrant shall be cancelled effective January 1, 2000.

• From and after the consummation of a Qualified Secondary Offering and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder.

• In the event that a Qualified Secondary Offering is not so completed on or before August 31, 2000, then, in addition to any other rights and remedies Agent or Holder may have hereunder, then the Conversion Ratio shall automatically be increased to that amount equal to the product of the Conversion Ratio in effect immediately prior to such increase multiplied by 5.00 and divided by 4.25.

• If a Qualified Secondary Offering (as defined below) is not consummated by the six (6) month anniversary of the Issuance Date, then, the Company shall have the right, at any time after the date on which Shareholder Approval is obtained (the “Company Optional Redemption Eligibility Date”), to redeem all, but not less than all, of the then-remaining amounts outstanding under this Note on the Company Optional Redemption Date (as defined below) (the “Company Optional Redemption”).

More Definitions of Qualified Secondary Offering

Qualified Secondary Offering in Section 1 of the Original Warrant is hereby deleted in its entirety and replaced with the following:

Qualified Secondary Offering means a firm underwritten public offering of Common Stock by a nationally recognized underwriter with aggregate gross proceeds to the Company of at least $10,000,000 and reflecting a market value of the Company of at least $200,000,000 immediately prior to such public offering.

Qualified Secondary Offering means a sale of the Company's Common Stock pursuant to (i) a public offering of the Company's Common Stock on Form S-1 (or any other appropriate general or short registration form under the Securities Act of 1933, as amended) pursuant to which the Common Stock is offered (whether or not for the Company's account) for at least $8.75 per share or (ii) a Qualified Private Placement for at least $8.75 per share, in each case such $8.75 price shall be subject to appropriate adjustment if any of the events set forth in Section 4.2 shall occur.

Qualified Secondary Offering in Section 1 of the New Warrant is hereby deleted in its entirety and replaced with the following:

Qualified Secondary Offering means a sale of the Company's Common Stock pursuant to (i) a public offering of the Company's Common Stock on Form S-1 (or any other appropriate general or short registration form under the Securities Act of 1933, as amended), pursuant to which the Common Stock is offered (whether or not for the Company's account) for at least $8.75 per share or (ii) a Qualified Private Placement for at least $8.75 per share, in each case such $8.75 price shall be subject to appropriate adjustment if any of the events set forth in Section 4.2 shall occur, which in each case shall be consummated on or after December 20, 1999 and on or before April 30, 2000 and in each case pursuant to which GE Capital has the ability to sell at least 1,766,245 shares of Common Stock.

Qualified Secondary Offering means a bona fide firm commitment underwritten public offering of Qualified Secondary Shares (as defined in the Securities Purchase Agreement) and, if applicable, Qualified Secondary Warrants (as defined in the Securities Purchase Agreement) with a nationally recognized underwriter that generates gross proceeds to the Company in excess of $15,000,000 (but expressly excluding “at-the-market offerings” (as defined in Rule 415(a)(4) promulgated by the SEC under the 1933 Act (as defined in the Securities Purchase Agreement)), “confidentially-marketed public offerings,” “registered direct offerings,” “wall-crossed offerings,” “pre-marketed offerings” and such other public offerings that are announced after confidential marketing to investors and “equity lines of credit”) (it being expressly understood and agreed that Qualified Secondary Shares must be issued in a Qualified Secondary Offering).

Qualified Secondary Offering means a sale to the public of the Corporation's shares of Common Stock as part of a single underwritten offering by a first-tier or second-tier investment bank acceptable to Holder acting reasonably, which provides to the Corporation net proceeds, after all costs and expenses associated therewith (including without limitation underwriters' commissions and issuance expenses) of not less than ten million dollars ($10,000,000), all of which net proceeds shall be used to repay and retire all remaining indebtedness of the Corporation under the Vendor Note (or, where such proceeds exceed such indebtedness, that portion of such proceeds equal to such indebtedness shall be so used). In the event that a Qualified Secondary Offering is not so completed on or before August 31, 2000, then, in addition to any other rights and remedies Agent or Holder may have hereunder, then the Conversion Ratio shall automatically be increased to that amount equal to the product of the Conversion Ratio in effect immediately prior to such increase multiplied by 5.00 and divided by 4.25.