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 the Borrower by the Borrower (other than Disqualified Stock and other than to a Subsidiary of the Borrower) or (2) of Equity Interests of a direct or indirect Subsidiary entity of the Borrower (other than to the Borrower or a Subsidiary of the Borrower) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Borrower.

Examples of Qualifying Equity Offering in a sentence

• 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).

• 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.

• This series of Senior Notes is limited in aggregate principal amount as specified in such Second Supplemental Indenture and herein sometimes referred to as the "SENIOR NOTES." Because of the occurrence and continuation of a Special Event or a Qualifying Equity Offering, in certain circumstances, this Senior Note may become due and payable at the principal amount together with any interest accrued thereon (including Additional Interest) (the "REDEMPTION PRICE").

• 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.

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

More Definitions of Qualifying Equity Offering

Qualifying Equity Offering or «QEO» means any Equity Offering if the Offering Proceeds of such Equity Offering, together with the Offering Proceeds in respect of any other previous Equity Offering (disregarding for this purpose the entirety of any Equity Offering if any part or the entirety of such Equity Offering was previously taken into account in the determination of any previous Qualifying Equity Offering), are equal to or greater than €5 million, as determined by the Issuer acting reasonably and in consultation with the Calculation Agent.

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 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 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 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 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 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.