Qualifying Issuance definition

Qualifying Issuance means an issuance and sale by the Company of any shares of Common Stock (or securities convertible into, or exercisable or exchangeable for Common Stock) in a primary offering (whether public or private) at an Effective Price per share of Common Stock (on the gross basis) that is less than the amount equal to (x) then-applicable Conversion Price divided by (y) 115%, expressly excluding:
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Qualifying Issuance has the meaning set forth in Section 3.05(a).
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Qualifying Issuance means an issuance and sale for cash by Holdings, on or prior to the Equity Prepay Expiration Date, of common Equity Interests of Holdings that are Qualified Equity Interests.
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Examples of Qualifying Issuance in a sentence

  • The Investor must exercise the Additional Financing Right within twenty (20) Business Days after receipt of any notice of intention to initiate a Qualifying Issuance from the Company.

  • One day you and I will sit down at the wedding feast of the Lamb.

  • If [**] or the Entity later changes the terms of the Qualifying Transfer or Qualifying Issuance in any material respect, [**] or the Entity shall first notify [**] of the revised terms of such proposed transaction by delivery of a new Selling Notice pursuant to the procedure set forth above.

  • Each Member shall have 10 Days following its receipt of the Issuance Notice in which to notify the Company whether it desires to exercise its preemptive right, which may only be exercised by such Member in proportion with its Sharing Ratio immediately prior to the Qualifying Issuance.

  • It also means that similar forms of disadvantage may be condoned by the Constitution in one part of the country but not in another, just because the local governments involved have a different state of mind.35Given these serious criticisms of the requirement of intent, the Supreme Court really must have been worried by the potential implications of adopting disparate impact analysis under the Constitution.

  • For the purposes of this section 2.1(c), "Eligible Employee" shall mean an employee of Subsidiary who is employed by Subsidiary at the time of a Qualifying Issuance and who has received shares of First Chesapeake common stock pursuant to this Agreement prior to the Qualifying Issuance.

  • If [**] does not elect to exercise its Prior Right or fails to provide notice within such thirty (30) days, [**] and the Entity shall have up to one hundred twenty (120) days from the date of the Selling Notice to complete the Qualifying Transfer or Qualifying Issuance upon the same terms specified in the Selling Notice, whereupon [**] Prior Right shall be void and of no further effect.

  • The Company shall use its best efforts to have such Qualifying Issuance Warrant Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is seventy-five (75) days after the 60370972 issuance of such Repurchase Warrant (each, a “Qualifying Issuance Warrant Effectiveness Deadline”).

  • Each Qualifying Issuance Warrant Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 125% of the number of Qualifying Issuance Warrant Shares issuable upon the exercise of such Qualifying Issuance Warrant as of the second Trading Day immediately proceeding the date the Repurchase Warrant Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e).

  • Promptly upon consummating a Qualifying Issuance, the Borrower shall cause the Distribution Notes to be paid and satisfied in full.


More Definitions of Qualifying Issuance

Qualifying Issuance means the issuance by the Company of Shares, Convertible Securities or Options, or any combination thereof (other than the issuances set forth in the Securities Purchase Agreement (as the same may be amended, restated, modified or supplemented and in effect from time to time, the “May 2005 Agreement”), dated as of May 31, 2005, by and among the Company and the investors set forth therein (the “May 2005 Investors”)), (A) which is consummated after May 31, 2005 and prior to January 1, 2006, (B) which is for gross proceeds, which, when added to the gross proceeds from all prior or concurrent Qualifying Issuances, does not exceed $20,000,000 in the aggregate, (C) which includes the issuance, or deemed issuance of Shares (each as determined through the application of subsections (A), (B), (C), (D), (E) and (F) of Section 2(f)(i)), at a net price per share of not less than $1.55 (subject to adjustment for stock splits, stock dividends, stock combination and other similar transactions after May 31, 2005), (D) which does not include securities which have or may have a Variable Price (as defined in Section 2(f)(iii)), provided that, for purposes of this definition of “Qualifying Issuance,” a Variable Price shall not include customary anti-dilution provisions no more favorable to the holders of such securities than those contained in this Section 2(f)(i), (E) the proceeds of which are used by the Company solely for the drilling and production of the Company’s and its Subsidiaries’ hydrocarbon properties in which the May 2005 Investors were granted overriding royalty interests pursuant to the Conveyances of Overriding Royalty Interests (the “Conveyances of Overriding Royalty Interest”), dated as of May 31, 2005, from the Company and its Subsidiaries to the May 2005 Investors, (F) at a time at which the Conveyances of Overriding Royalty Interest are in full force and effect, and the Company and its Subsidiaries are in compliance with, and have not breached, the Conveyances of Overriding Royalty Interest, and (G) subsequent to which the Company fully complies with its obligations under Section 4(f) of the May 2005 Agreement.
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Qualifying Issuance means the issuance by the Company of Shares, Convertible Securities or Options, or any combination thereof, (A) which is consummated prior to January 1, 2006, (B) which is for gross proceeds, which, when added to the gross proceeds from all prior or concurrent Qualifying Issuances, does not exceed $20,000,000 in the aggregate, (C) which includes the issuance, or deemed issuance of Shares (each as determined through the application of subsections (A), (B), (C), (D), (E) and (F) of Section 2(f)(i)) at a net price per share of not less than $1.55 (subject to adjustment for stock splits, stock dividends, stock combination and other similar transactions after the date of the Securities Purchase Agreement), (D) which does not include securities which have or may have a Variable Price (as defined in Section 2(f)(iii)), provided that, for purposes of this definition of “Qualifying Issuance,” a Variable Price shall not include customary anti-dilution provisions no 60364314more favorable to the holders of such securities than those contained in this Section 2(f)(i), (E) the proceeds of which are used by the Company solely for the drilling and production of the Company’s and its Subsidiaries’ hydrocarbon properties in which the original holders of the Notes were granted overriding royalty interests pursuant to the Conveyances of Overriding Royalty Interests (as defined in the Securities Purchase Agreement), (F) at a time at which the Conveyances of Overriding Royalty Interests are in full force and effect, and the Company and its Subsidiaries are in compliance with, and have not breached, the Conveyances of Overriding Royalty Interests, and (G) subsequent to which the Company fully complies with its obligations under Section 4(f) of the Securities Purchase Agreement.
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Qualifying Issuance has the meaning set forth in Section 6.8.
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Qualifying Issuance means the issuance by the Borrower, prior to the ------------------- Term B Maturity Date, of New Subordinated Debt in the aggregate principal amount of at least $150,000,000.
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Qualifying Issuance means the issuance by the Borrower subsequent to the Closing Date of Subordinated Debt or equity securities the proceeds from which (net of customary closing and underwriting costs) equal or exceed $10,000,000.
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Qualifying Issuance means a Qualifying IPO or a Qualifying Private Placement, as the case may be.
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Related to Qualifying Issuance

  • qualifying issuer means a reporting issuer in a jurisdiction of Canada that

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • 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.

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • 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.

  • Resulting Issuer Shares means the common shares in the capital of the Resulting Issuer;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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 Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Outstanding Issue means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Resulting Issuer means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin.

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

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

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

  • Exempt Issuances has the meaning set forth in Section 6.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Qualifying week means the 15th week before the expected week of childbirth.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Qualifying Securities means securities issued by the Issuer that:

  • Qualifying Notes means, at any time, any securities (other than the Notes) issued directly or indirectly by the Issuer: