Going Public Transaction Clause Samples
A Going Public Transaction clause defines the terms and conditions that apply if a company undertakes an initial public offering (IPO) or merges with a publicly traded entity. This clause typically outlines the rights and obligations of shareholders, such as lock-up periods restricting the sale of shares, conversion of preferred shares to common stock, or adjustments to equity interests. Its core function is to ensure all parties understand how their interests will be treated during the transition to a public company, thereby providing predictability and protecting stakeholders during a significant corporate event.
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Going Public Transaction. If a transaction is completed resulting in the Designated Subsidiary becoming a separate publicly traded entity (via initial public offering, spin-off, or reverse merger), the Seller shall receive ten percent (10%) of the outstanding equity in the Designated Subsidiary immediately prior to the transaction on a fully diluted basis; provided, however, that such ten percent (10%) shall be granted immediately before completion of a transaction for a qualified financing transaction defined as a firm commitment underwriting of $10,000,000 or more.
Going Public Transaction. Assist the Company in evaluating the manner of effecting a going public transaction with a public shell corporation (“Pubco”) domiciled in the United States of America and quoted on the “OTC BB” (a “Going Public Transaction”). It is anticipated that (a) upon consummation of the Going Public Transaction, (b) the closing of the Company’s current private placement of securities (the “Company Offering”) and (c) the closing of the private placement of Pubco (the “Pubco Offering”) contemplated to be undertaken immediately upon the closing of the Going Public Transaction, which together with the Company Offering will generate estimated gross offering proceeds of $10,000,000, the Company’s current stockholders, investors in the Company Offering and the Pubco Offering, respectively, will hold 93.5% of all the issued and outstanding shares of Pubco’s common capital stock. Specifically, ownership by the former shareholders of Pubco following the Going Public Transaction and the Pubco offering shall therefore consist of 2,210,000 shares of common stock. Ownership of the balance of Pubco common stock shall be held as follows: approximately 21,790,000 shares of common stock will be held by the Company’s shareholders immediately prior to such transactions, and an estimated 10,000,000 shares will be issued to investors in the Pubco Offering, a total of approximately 34,000,000 shares. In order to permit the completion of share splits or other capital structure adjustments to Pubco that may be required prior to closing, no adjustment in the shares to be held by the initial Pubco shareholders shall be made for the possible oversubscription or undersubscription of the Pubco Offering by Brookstreet Securities, the Company’s placement agent.
Going Public Transaction. HFG shall assist the Company in identifying possible merger candidates and evaluating the manner of effecting a combination transaction (a “Combination Transaction”) with a private corporation that is seeking to effect a combination transaction with a public shell corporation.
Going Public Transaction. As of the date of this Agreement, Parent intends to pursue an IPO to list the common stock of the Public Entity. In the event Parent, in consultation with its financial advisors, elects to pursue an alternate form of going public transaction, including, but not limited to, a SPAC merger, or to utilize an alternate corporate structure to effect such going public transaction, including, but not limited to, an “Up-C” structure, the parties shall use commercially reasonable efforts and work in good faith to modify this Agreement and to take any other necessary steps necessary to implement such alternate transaction or structure.
Going Public Transaction. Assist the Company in effecting a going public transaction (a “Going Public Transaction”) by acquiring a shareholder base (the “Shareholders”) necessary to qualify for listing on the OTC Marketplace and thereafter on either the NASDAQ Stock Market or the NYSE/AMEX Exchange. To acquire the Shareholders the Company will act as a “successor to the debtor” as contemplated by the confirmed Chapter 11 plan of bankruptcy of VICTORY MEDICAL CENTER MID-CITIES, LP, Case No. 15-42373-rfn in the United States Bankruptcy Court, Northern District of Texas, Fort Worth Division (the “Plan”) and will issue shares of its common stock to the Shareholders in satisfaction of their claims under the Plan. The issuance will be exempt from registration under Section 5 of the Securities Act of 1933, as amended, as the distribution to the Shareholders shall be effectuated pursuant to Section 1145 of the United States Bankruptcy Code. It is anticipated that the Going Public Transaction shall be completed on or before August 1, 2016. In the event that the Company is unable to effect a Going Public Transaction with an entity covered by the Plan, HFG shall provide a vehicle necessary to effect a Going Public Transaction in a fashion described above or via a combination with an existing public company. As a result of the Going Public Transaction, the Shareholders, including HFG, shall collectively own 900,000 shares of the Company’s issued and outstanding common capital stock, which amount shall represent three percent (3%) of the Company’s anticipated issued and outstanding shares at the time of issuance.
Going Public Transaction. As a material inducement for the Executive to enter into this Agreement, the Corporation agrees that it shall consummate the Going Public Transaction no later than 120 days after the Effective Date.
Going Public Transaction. The conditions to closing under the definitive agreement relating to the Going Public Transaction, including without limitation, all regulatory filings and approvals required for Going Public Transaction, have been obtained, performed or met, all of which are the obligations of Acquiror and B▇▇▇▇ ▇▇▇▇, and not of the OTH Owners, OTH Companies, or the OTH Representative, who shall, without expense on their parts, reasonably cooperate with Acquiror and B▇▇▇▇ ▇▇▇▇, B▇▇▇▇ ▇▇▇▇ shall be solely responsible for all legal fees, costs. filing fees, and other expenses related to the Going Public Transaction. B▇▇▇▇ ▇▇▇▇ shall direct any and all such invoices to be issued to him personally. Acquiror shall have no liability for any such expenses, with all such expenses being paid by B▇▇▇▇ ▇▇▇▇ in advance or immediately upon receipt of invoice. No such expenses or payments by B▇▇▇▇ ▇▇▇▇ shall be deemed loans to Acquiror or result in any financial obligations or liabilities of Acquiror. The OTH Owners Representative shall be copied with all correspondence (including emails), filings, fees, expenses, invoices, and other documents related to the Going Public Transaction, at the same time that B▇▇▇▇ ▇▇▇▇ and/or A▇▇▇▇▇▇▇ sends and/or receives said documents (correspondence, emails, filings, fees, invoices, and all documents whatsoever).
Going Public Transaction. The parties hereto acknowledge and agree that it is their intent that the Corporation implement a Going Public Transaction upon such terms, conditions and timing as may be determined by the Board.
Going Public Transaction. In connection with the Going Public Transaction, the Purchaser shall:
(1) Upon the completion of Going Public Transaction, make the payment to the Seller of either USD $100,000 in cash or 557,000 common shares of the Resulting Issuer, the whole at the sole discretion of the Purchaser; or
(2) In accordance with section 7.2 hereof, if Foremost Ventures Inc. announces that the Going Public Transaction shall not be completed, the Purchaser shall have the option to terminate this agreement or, within 30 days of such announcement, to issue 557,000 common shares of KWESST at a deemed price of CAD$0.50 per share.
Going Public Transaction. The Corporation will pursue the completion of an IPO and the Corporation Board will take all commercially reasonable steps to result in the occurrence of same.