Qualifying Merger definition

Qualifying Merger means: (i) a merger or consolidation to which the Corporation is a constituent entity and which results in fifty percent (50%) or more of the capital stock or similar equity interest of the surviving, resulting or consolidated entity or fifty percent (50%) or more of the voting power of the capital stock or similar equity interest of the surviving, resulting or consolidated entity, in either case, being held by persons and/or entities other than the persons and/or entities that, immediately prior to the effective time of such merger or consolidation, owned fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more the voting power of the capital stock of the Corporation; or (ii) a merger or consolidation to which any one or more of the Corporation’s subsidiaries is a constituent entity and which results in fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more of the voting power of the capital stock of the Corporation, in either case, being held by persons and/or entities other than the persons and/or entities that, immediately prior to the effective time of such merger or consolidation, owned fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more of the voting power of the capital stock of the Corporation.
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Qualifying Merger means a consolidation, merger or other similar combination for a total purchase price for the equity of the Company of at least $100 million, paid in the form of cash or marketable securities that either are freely tradable by the Purchaser or as to which there is an effective shelf or other registration statement permitting resales by the Purchaser.
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Qualifying Merger means a merger where a change of control results at the Sponsor level (that is, the entity with which the Sponsor is merged obtains at least a fifty-one percent (51%) interest in the resultant entity after the merger).
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Examples of Qualifying Merger in a sentence

  • The unpaid principal amount of this Note together with any interest accrued but unpaid thereon, shall automatically be converted into shares of the Company’s common stock immediately prior to the consummation of a Qualifying Merger.

  • In the event that this Note is converted into common stock pursuant to Section 3(a) or into New Stock (and to the extent applicable, a New Warrant and/or New Non-Equity Securities) pursuant to Section 3(b), the Note Holder shall surrender this Note, duly endorsed, to the Company at the closing of the Qualifying Merger or the Qualified Financing, as applicable, and this Note shall thereupon be canceled.

  • The “Merger Consideration” means the offering price per share of the PIPE transaction between Constellation and the investors thereto, to be consummated substantially concurrently with the consummation of the Qualifying Merger, multiplied by the Conversion Ratio (as defined below).

  • In the event of a Qualifying Merger, after payment in full of the amounts to which they are entitled pursuant to this Section 4(b), the holders of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining Qualifying Merger Consideration.

  • A Qualifying Merger, a Qualifying Sale, a merger or consolidation of the Corporation with or into another corporation or other entity or sale of all or any part of the assets of the Corporation which, in each case, shall not in fact result in the liquidation, dissolution or winding up of the Corporation and the distribution of its assets to its stockholders, shall not be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 4(a).

  • The provisions of this Section 8(c) shall similarly apply to successive qualifying reclassifications or recapitalizations of outstanding shares of Common Stock (other than a split or subdivision provided for in Section 8(a), a combination provided for in Section 8(b), a liquidation, dissolution or winding up of the Corporation, a Qualifying Merger or a Qualifying Sale).

  • The provisions of this Section 8(c) shall similarly apply to successive qualifying reclassifications or recapitalizations of outstanding shares of Common Stock (other than a split or subdivision provided for in ., a combination provided for in Section 8(b), a liquidation, dissolution or winding up of the Corporation, a Qualifying Merger or a Qualifying Sale).

  • A breach of Licensee’s obligation to Develop the Products shall include, but is not limited to, the failure of Licensee to (a) comply with its obligations under Section 5.3(a) or Section 5.3(b) or (b) initiate a clinical assessment in support of a conditional regulatory approval pathway with the EMA within eighteen (18) months of the consummation of the Qualifying Merger.

  • Immediately prior to the consummation of a Qualifying Merger, all shares of the Company’s Series C Preferred Stock then held by each of the Note Holders shall automatically be converted into shares of the Company’s Common Stock (the “Series C Conversion”) in accordance with Article IV, Section 4 of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”).

  • The Company acknowledges that the registered shares from the Conversion Incentive are in addition to the 3,289,373 registered shares of the Company’s common stock that Lender will receive upon the conversion of the Note following the consummation of the Qualifying Merger.


More Definitions of Qualifying Merger

Qualifying Merger means a merger or consolidation of Licensee with or into another person or entity or similar corporate transaction.
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Qualifying Merger means any acquisition by, merger with or consolidation with or into, or sale of substantially all of the assets to (any such transaction, the “Merger”) an entity (the “Merged Entity”) in which each of the following conditions have been satisfied as of the date of consummation of the Merger:
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Qualifying Merger means: (i) a merger or consolidation to which the Corporation is a constituent entity and which results in fifty percent (50%) or more of the capital stock or similar equity interest of the surviving, resulting or consolidated entity or fifty percent (50%) or more of the voting power of the capital stock or similar equity interest of the surviving, resulting or consolidated entity, in either case, being held by Persons other than the Persons that, immediately prior to the effective time of such merger or consolidation, owned fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more the voting power of the capital stock of the Corporation; or (ii) a merger or consolidation to which any one or more of the Corporation’s subsidiaries is a constituent entity and which results in fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more of the voting power of the capital stock of the Corporation, in either case, being held by Persons other than the Persons that, immediately prior to the effective time of such merger or consolidation, owned fifty percent (50%) or more of the capital stock of the Corporation or fifty percent (50%) or more of the voting power of the capital stock of the Corporation.
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Qualifying Merger means a merger of the Company into another company (where such other company is the resultant / surviving company following the merger) or vice versa, provided that such merger results in the shareholders of the Company immediately prior to such merger holding, on a Fully Diluted Basis, less than 90% (ninety per cent) of the equity share capital of the combined, surviving entity following such merger coming into effect.
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Qualifying Merger means a consolidation, merger or other similar combination for a total purchase price for the equity of the Company of at least $250 million, paid in the form of cash or marketable securities that either are freely tradable by the Purchasers or as to which there is an effective shelf or other registration statement permitting resales by the Purchasers.
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Related to Qualifying Merger

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Second Merger has the meaning set forth in the Recitals.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Company Merger has the meaning specified in the Recitals hereto.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • First Merger has the meaning set forth in the Recitals.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • 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.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;