Qualifying Investors definition
Examples of Qualifying Investors in a sentence
In the event the Company has not sold the Equity Securities, or has not entered into an agreement to sell the Equity Securities, within said sixty (60) day period, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Qualifying Investors in the manner provided above.
If the Company or the Qualifying Investors have not elected to purchase all of the Offered Stock, then the Investor may transfer the remaining portion of the Offered Stock proposed to be sold by the Investor, to any person named as a purchaser or other transferee in the Investor’s Notice, at the Offered Price or at a higher price, provided that such transfer (i) is consummated within sixty (60) days after the date of the Investor’s Notice and (ii) is in accordance with all the terms of this Agreement.
Such Qualifying Investors shall have five (5) business days after receipt of the Overallotment Notice to deliver a written notice to the Investor (the “Participating Qualifying Investor’s Overallotment Notice”) of its election to purchase its pro rata share of the unsubscribed shares on the same terms and conditions as set forth in the Investor’s Notice.
For purposes of this Section 4(d) each Qualifying Investor electing to participate in the purchase of Offered Stock shall have the right to purchase its pro rata share based on the number of shares of Preferred Stock held by such Qualifying Investor as a percentage of the number of shares of Preferred Stock held by all Qualifying Investors exercising such over-allotment right.
Within fifteen (15) days after receipt of such notice, each Qualifying Investor shall notify the Company whether the Qualifying Investor desires to exercise the option to purchase the Qualifying Investor's pro rata share (or any part thereof) of the Equity Securities so offered.
Upon the closing of the sale to the proposed purchaser(s) of all or part of the Offered Securities as to which Preemptive Offer Acceptances Notices have not been timely given by the Qualifying Investors, the Qualifying Investors shall purchase from the Company, and the Company shall sell to Qualifying Investors, the Offered Securities with respect to which Preemptive Offer Acceptance Notices were delivered by the Qualifying Investors, on the terms specified in the Preemptive Offer.
To the extent one or more of the Qualifying Investors exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Key Holder Stock that such Key Holder may sell in the transaction shall be correspondingly reduced based on their pro rata ownership.
After termination of the ten (10) business day period plus, if applicable, the subsequent five (5) business day period specified in subsection 3.2 above, the Company may, during a period of sixty (60) days following the end of such period, sell and issue such Equity Securities as to which a Qualifying Investor does not indicate a desire to purchase to another person upon the same terms and conditions as those set forth in the notice to the Qualifying Investors.
If the Company does not enter into an agreement for the sale of the Offered Shares within such period, or if such agreement is not consummated within 120 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Qualifying Investors in accordance herewith.
In the event the Company receives responses to Subsequent Financing Notices from Qualifying Investors seeking to purchase more than the financing sought by the Company in the Subsequent Financing such Qualifying Investors shall have the right to purchase their Pro Rata Portion (as defined below) of the Common Stock or Common Stock Equivalents to be issued in such Subsequent Financing.