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 Offering means a private or public offering of shares of Class A Common Stock by the Corporation following the IPO.
Qualifying Offering means the issuance and sale by the Borrower or any Parent Company of its common Capital Stock in a primary offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to which Net Proceeds are received by any Parent Company and contributed to the Borrower.
Examples of Qualifying Offering in a sentence
Notwithstanding anything to the contrary in this Agreement, neither the Corporation (acting through the Disinterested Majority) nor the Company shall effectuate a Cash Settlement unless the Corporation (acting through the Disinterested Majority) has authorized and consummated a Qualifying Offering by no later than the Redemption Date for the purpose of satisfying such Cash Settlement.
Subject to the provisions of Section 2.5, the Company will use all reasonable efforts to include in the Qualifying Offering (i) all Registrable Securities which the Required 399 Stockholders have requested to be included therein and (ii) all other Registrable Securities which the Stockholders have requested in writing, within 20 days after receipt of the Company's notice, to be included therein.
The Company will pay all Registration Expenses in connection with a Qualifying Offering requested in accordance with this Section.
If for any reason the Corporation is unable to complete such Qualifying Offering by the Redemption Date, then the applicable Redeemed Units shall instead be redeemed by Share Settlement, notwithstanding that the Corporation (acting through the Disinterested Majority) may have initially elected a Cash Settlement of such Redeemed Units.
If a Qualifying Offering is consummated, the Company may convert the Debenture into a number of shares of Common Stock equal to the outstanding principal balance, divided by the Conversion Price.
More Definitions of Qualifying Offering
Qualifying Offering means the consummation by the Company, after the Effective Time, of an underwritten primary or secondary public offering of Common Stock pursuant to an effective registration statement under the Securities Act, covering the distribution of the Common Stock (i) which (taken together with all similar previous public offerings subsequent to the Effective Time) raises at least $__________ of aggregate net proceeds to the Company (after underwriters' fees, commissions and discounts and offering expenses).
Qualifying Offering means a firm commitment public offering, underwritten by an internationally reputable investment bank selected by the Company's Board of Directors, of the Company's Common Stock on an internationally recognized exchange or quotation system, which exchange or quotation system shall have a minimum market capitalization, based on the market value of all of the listed securities thereon, of US$50,000,000,000, as quoted and reported within the EMTK Function of Bloomberg Financial Markets or if not so quoted, based upon statistics made publicly available on such exchange, or if such statistics are not available, based upon the reasonable discretion of the Company's Board of Directors (an "AUTHORIZED EXCHANGE") pursuant to an effective registration statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a transaction pursuant to Rule 145 under the Act) or, in connection with a Qualifying Offering on an Authorized Exchange in a jurisdiction other than the United States, pursuant to any registration, qualification or completion of any procedure in compliance with the applicable securities laws and exchange rules of such non-U.S. jurisdiction undertaken or made to permit the unrestricted, lawful distribution or resale of securities to members of the general public therein, the public offering price per share (the "OFFERING PRICE") of which is not less than the price that would yield an IRR of thirty percent (30%) to the Investors who on October 25, 2002 purchased shares of Series 4-A Preferred Stock for cash consideration (such Investors being referred to herein as the "SHARE PURCHASERS" and such price being referred to herein as the "30% IRR PRICE") and in which the aggregate net proceeds (after deductions of underwriters' commissions and offering expenses) to the Company exceed US$20,000,000 (or the equivalent in the applicable currency).
Qualifying Offering means the issuance and sale by BBCPH or any Parent Company of its common Capital Stock in a primary offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to which Net Proceeds are received by any Parent Company and contributed to BBCPH.
Qualifying Offering means the sale of Common Shares in an underwritten public offering (in which no person acquires more than 10% of the Common Shares to be sold) at a price of at least $16.50 per share which results in net proceeds to the REIT of at least $150 million.
Qualifying Offering means a private offering of Eidos’s equity securities (or securities convertible into or exercisable for Eidos’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.
Qualifying Offering means the sale of shares of Common Stock in an underwritten public offering (in which no person acquires more than 10% of the shares of Common Stock to be sold) at a price of at least $16.50 per share which results in net proceeds to the Company of at least $150 million.
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 is led by one or more venture capital, professional angel, or corporate or other similar institutional investors that either (i) have the industry expertise to perform appropriate due diligence on the company, its industry and technology and have performed such due diligence, or (ii) have retained an independent consultant with such expertise that has performed due diligence and reported its evaluation of ***** to the lead investor. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.