Qualifying Private Offering definition

Qualifying Private Offering means a bona fide sale of Class A Common Stock of the Company, or a security convertible into or exchangeable for Class A Common Stock of the Company, to a person who, prior to such sale, is not an Affiliate of the Company, which sale generates no less than $200.0 million in gross proceeds to the Company.
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Qualifying Private Offering means a private offering and sale for cash by the Issuer for its own account of shares of Common Stock, warrants, options or rights to subscribe for or purchase Common Stock, or any combination of the foregoing.
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Qualifying Private Offering means the private placement of the equity interests of the Borrower to one or more “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, provided that the Borrower has provided not less than fifteen (15) Business Days prior written notice to the Administrative Agent that such private offering may be executed and certifying that prior to and immediately after giving effect to such offering no Default exists accompanied by (i) a Compliance Certificate showing the Borrower being in compliance with all financial performance covenants set forth in Section 8.25 on a pro forma basis after giving effect to such offering, (ii) a Borrowing Base Certificate showing the Borrower being in compliance with the Borrowing Base limitations set forth in Sections 2.1 and 2.6(b) on a pro forma basis after giving effect to such offering, and (iii) pro-forma financial statements (including balance sheet and income statement) and financial forecasts after giving effect to such offering that are reasonably satisfactory to the Administrative Agent demonstrating satisfaction with the conditions described above.
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Examples of Qualifying Private Offering in a sentence

  • Melbourne shall have the same registration rights afforded other purchasers of similar amounts of Equity Securities in the Qualifying Private Offering.

  • In the present PoC method, full transmission charges of transmission system are allocated on the ISTS customer utilizing such system.

Related to Qualifying Private Offering

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • 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.

  • 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 *****.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Qualifying Period means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to these Terms;

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Registration Period shall have the meaning specified in Section 5(C), below.

  • Registration Deadline means, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of (i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.

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

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Offering Date means a date selected by the Board for an Offering to commence.

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

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

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Initial Offering Period means the initial period during which a Series of the Trust will offer its Shares prior to the commencement of investment operations of such Series;

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • 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;

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).