Qualifying Equity Financing definition

Qualifying Equity Financing means an equity financing in which the Company sells shares of common stock or preferred stock (or any instrument convertible, exercisable or exchangeable for common stock or preferred stock) and obtains net proceeds (including conversion of all outstanding convertible notes) in an amount not less than Two Million Dollars ($2,000,000).
Sample 1Sample 2
Qualifying Equity Financing means an equity financing in which the Company sells shares of Common Stock or Preferred Stock (or any instrument convertible, exercisable or exchangeable for Common Stock or Preferred Stock) and obtains net proceeds (including conversion of all outstanding convertible notes) in an amount not less than Two Million Dollars ($2,000,000).
Sample 1Sample 2
Qualifying Equity Financing means an equity investment in the Company (subsequent to the Closing) by one or more reputable institutional or venture capital investors which results in gross proceeds to the Company of at least $3,000,000 (excluding the proceeds from the Put Right).
Sample 1

Examples of Qualifying Equity Financing in a sentence

  • After the occurrence of a Qualifying Equity Financing, Lender shall have no obligation to make any advance of any kind to Borrower under this Note.

  • Borrower shall provide the Bank and Lender with at least 30 days prior written notice of the closing of any Qualifying Equity Financing, delivered to the address for such party last shown on the records of Borrower or given by such party to Borrower for the purpose of notice.

  • At the closing of any Qualifying Equity Financing, the entire outstanding balance of this Note (including principal, interest and any other amounts due hereunder, the "Outstanding Balance") shall, at the sole discretion of Borrower, be either (i) paid in full by wire transfer of immediately available funds or (ii) converted into common stock of Borrower using a conversion price of $2.00 per share (the "Conversion Price").

  • At the closing of the Qualifying Equity Financing, the Company shall issue instructions to the transfer agent to issue the applicable number of shares of common stock to Holder.

  • A "Qualifying Equity Financing" shall mean any equity financing or series of related equity financings, occurring on or before the Maturity Date, in which Borrower sells equity securities to any one or more parties (including, without limitation, Lender and any of Lender's affiliates) and obtains net proceeds (excluding conversion of this Note) in an amount not less than Two Million Five Hundred Thousand Dollars ($2,500,000).

  • A "Qualifying Equity Financing" shall mean an equity financing in which the Company sells shares of common stock or preferred stock (or any instrument convertible, exercisable or exchangeable for common stock or preferred stock) and obtains net proceeds (including conversion of all outstanding convertible notes) in an amount not less than Two Million Dollars ($2,000,000).

  • As promptly as practicable following the date of ---------------- the Qualifying Equity Financing, the Lender shall deliver the Note to the Company.

  • A "Qualifying Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock (or any instrument convertible, exercisable or exchangeable for Common Stock or Preferred Stock) and obtains net proceeds (including conversion of all outstanding convertible notes) in an amount not less than Two Million Dollars ($2,000,000).

  • The conversion of the Note shall be deemed to have been effected immediately upon the closing of the Qualifying Equity Financing, and at such time the rights of the Lender to receive principal and interest shall cease, and the Lender shall be treated for all purposes as the record holder of the number of shares of Common Stock or Preferred Stock, as the case may be, into which this Note converts in accordance herewith.

  • Notwithstanding the foregoing, no such adjustment shall be provided if Employee's employment as Chief Executive Officer terminates in a Voluntary Termination prior to the closing of a Qualifying Equity Financing.


More Definitions of Qualifying Equity Financing

Qualifying Equity Financing means any equity financing pursuant to which the sale or issuance by the Borrower of its Capital Stock generates gross cash proceeds of at least $5,000,000.”
Sample 1
Qualifying Equity Financing means an equity financing in which the Company sells shares of Common stock or Preferred Stock and obtains net proceeds (including conversion of all outstanding convertible notes in connection with the bridge financing) in an amount not less than Two Million Dollars ($2,000,000).
Sample 1

Related to Qualifying Equity Financing

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Qualifying Debt means amount due, which includes interest or any other sum due in respect of the amounts owed under any contract, by the debtor for a liquidated sum either immediately or at certain future time and does not include—

  • Qualifying Capital Securities means securities (other than Common Stock, Rights to acquire Common Stock or securities exchangeable for or convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors (or a duly authorized committee thereof) reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Qualifying Event means, during the Participant’s Services with the Company and its Affiliates, the Participant’s death or Disability.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings and structures, site preparation, improvements to the real property, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall:

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Qualifying student means a student who is a South Carolina resident and who is eligible to be enrolled in a South Carolina secondary or elementary public school at the kindergarten or later year level for the current school year.