Qualifying Equity Offering definition

Qualifying Equity Offering means the issuance after the Issue Date of Capital Stock of the Company (other than Disqualified Stock) to any Person or Persons other than a Subsidiary of the Company.

Qualifying Equity Offering means a registered public offering of not more than 11,000,000 shares of Timken Common Stock (without giving effect to any overallotment option, which overallotment option shall not exceed 15% of the offered shares) at a Price Per Share of at least $14.75.

Qualifying Equity Offering means a public sale either (1) of Equity Interests of Parent by Parent (other than Disqualified Stock and other than to a Subsidiary of Parent and other than Equity Interests sold in the Initial Public Offering) or (2) of Equity Interests of a direct or indirect parent entity of Parent (other than to Parent or a Subsidiary of Parent) to the extent that the net proceeds therefrom are contributed to the common equity capital of Parent.

Examples of Qualifying Equity Offering in a sentence

• The Interim Financial Statements are suitable for inclusion without adjustment in the registration statement for the Qualifying Equity Offering.

• IR agrees to cooperate with Timken in all reasonable respects, and to cause the Sold Companies, the Subsidiaries and the Asset Sellers with respect to the Business to cooperate in all reasonable respects, in connection with Timken's efforts to obtain the Financing and to consummate the Qualifying Equity Offering, including by providing access to all information reasonably necessary in connection therewith upon reasonable advance notice by Timken.

• If, notwithstanding its reasonable best efforts, Timken is unable to complete a Qualifying Equity Offering on or prior to the 45th calendar day of such extended period, this Agreement may be terminated by the Sellers or the Buyers pursuant to Section 8.1(d).

• If, notwithstanding its reasonable best efforts, Timken cannot complete a Qualifying Equity Offering by the date specified in the first sentence of this Section 5.10, then the Closing shall be postponed for the period, not to exceed 45 calendar days, necessary in order to complete a Qualifying Equity Offering.

• IR agrees to provide and make available, and to cause the Sold Companies, the Subsidiaries and the Asset Sellers make available, upon reasonable advance notice, the senior management employees of the Business, (i) for their participation in any "road shows" for the Financing and the Qualifying Equity Offering and (ii) to respond to questions and inquiries of financing sources and investors in regard to the Financing and the Qualifying Equity Offering.

More Definitions of Qualifying Equity Offering

Qualifying Equity Offering means a public sale either (1) of Equity Interests of the Issuer by the Issuer (other than Disqualified Stock and other than to a Subsidiary of the Issuer) or (2) of Equity Interests of a direct or indirect parent entity of the Issuer (other than to a Subsidiary of the Issuer) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Issuer.

Qualifying Equity Offering means the first public offering of common stock of any Affiliate for cash pursuant to a registration statement filed and declared effective under the Securities Act, other than a registration statement on Form S-4 or S-8, or any similar or successor form.

Qualifying Equity Offering then the Principal and Interest shall be prepaid, without premium or penalty, by the Company within forty-five (45) days of the closing of the Qualified Equity Offering.

Qualifying Equity Offering means any initial public offering, or other public offering, registered pursuant to an effective registration statement (other than a registration statement on Form S-8 or any substantially similar or successor form) in accordance with the Securities Act of 1933 (as amended, and including the rules and regulations promulgated thereunder) or any offering pursuant to Rule 144A of the Securities and Exchange Commission or any private placement, in each case of voting common Equity Interests of the Borrower pursuant to which ArcLight Group ceases to have Control of the Borrower.

Qualifying Equity Offering means the completion of an issuance of Capital Stock by the Borrower resulting in Net Cash Proceeds to the Borrower of at least $65,000,000.00.

Qualifying Equity Offering means the issuance by the Parent of Capital Stock constituting Qualified Junior Capital and resulting in Net Cash Proceeds of at least $3,000,000.

Qualifying Equity Offering means an equity offering after the Closing Day that (i) yields net proceeds to the Company in excess of $10,000,000 from investors other than the Equity Sponsors (or their Affiliates), employees or directors of the Company or its Subsidiaries, or Prudential and (ii) values the equity on a fully diluted basis (based on the offering price) held by BOCP, Primus, Senior Management and Prudential, as a group, at an amount no less than $35,000,000.