Windrose IPO definition

Windrose IPO means an initial public offering of shares of stock in Windrose, registered and offered to the public in accordance with the rules and regulations of the SEC and all state agencies having jurisdiction with respect to such offering.
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Windrose IPO means an initial public offering of shares of stock in Windrose Medical Properties Trust, a Maryland REIT, registered and offered to the public in accordance with the rules and regulations of the SEC and all state agencies having jurisdiction with respect to such offering. In the event the Windrose IPO is not closed and funded on or before August 31, 2002, this Agreement shall become null and void, unless extended by the mutual agreement of the parties hereto.
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Examples of Windrose IPO in a sentence

  • The exercise period for the Warrant shall expire two (2) years from the closing of the Windrose IPO.

  • The exercise price of the Warrant shall be equal to the price per share of Windrose common stock as offered to the public in the Windrose IPO.

  • Sellers acknowledge that Windrose intends to apply to list the common stock as offered to the public in the Windrose IPO for trading on the New York Stock Exchange.

  • Notwithstanding the foregoing, Seller acknowledges and agrees that the filing of information with the SEC or any state or governmental agency in furtherance of the Windrose IPO shall not be a violation of this Section.

  • Subject to satisfaction of all conditions precedent to Buyer's and Seller's obligations to purchase and sell the Property, in accordance with the terms and conditions of this Agreement, the Closing shall occur on the earlier of August 30, 2002 or fifteen (15) days following the funding of the Windrose IPO.

  • Notwithstanding the foregoing, in the event the termination by Buyer is as a result solely of the failure of the closing and funding of the Windrose IPO as set forth in SECTION 4.1.13, then Buyer shall have the right to terminate this Agreement, but the Earnest Money shall be paid to Seller.

  • Buyer has duly and validly authorized, executed, and delivered this Agreement and all consents required under Buyer's governance documents or from any third party or from any Governmental Authority have been obtained, except that Governmental Approval of the Windrose IPO has not been obtained.

  • In the event the Windrose IPO is not closed and funded on or before August 31, 2002, this Agreement shall become null and void, unless extended by the mutual agreement of the parties hereto.

  • The number of O.P. Units to be issued to Corporate Partners shall be equal to the fraction whose numerator is $150,000 and whose denominator is equal to the price per share of Windrose common stock as offered to the public in the Windrose IPO.

  • Buyer acknowledges that Seller has allowed Buyer to cause an audit (the "Audit") to be performed by Buyer's certified public accounting firm with respect to the Property consistent with the SEC accounting, reporting and disclosure requirements in order to include this transaction in the Windrose IPO.

Related to Windrose IPO

  • 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).

  • 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).

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

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of 3 months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. Annual Volume Commitment (“AVC”): $360,000 in Total Service Charges (“AVC”) during each contract year of the Term (following the expiration of the Ramp Period).

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • WIPO means the World Intellectual Property Organization.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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.

  • Performing Non-Cash Pay High Yield Securities means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.

  • Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.

  • Acquisition Period means the period beginning, at the election of the Company, with the funding date of the purchase price for a Specified Acquisition and ending on the earliest of (a) the third following fiscal quarter end, (b) the Company’s receipt of proceeds of a Specified Equity Offering; and (c) the Company’s election in writing to terminate such Acquisition Period.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Benchmark Transition Start Date means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • IPO Closing Date means the closing date of the IPO.

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