Qualified IPO of the Company Sample Clauses

The 'Qualified IPO of the Company' clause defines the specific conditions under which an initial public offering (IPO) by the company is considered to meet certain agreed-upon standards, such as a minimum valuation or amount of capital raised. Typically, this clause outlines thresholds like the minimum share price, total proceeds, or listing exchange that must be met for the IPO to trigger related rights or obligations, such as the automatic conversion of preferred shares to common shares. Its core practical function is to ensure that significant corporate actions, like an IPO, only activate certain contractual provisions when the offering is substantial enough to protect investors' interests and align with their expectations.
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Qualified IPO of the Company. The Parties agree to use their best endeavors to procure the completion of the initial public offering of the Company and listing of its shares on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd (“Qualified IPO”, which shall be deemed to have been achieved when the shares of the Company are officially listed and traded on the Exchange) no later than June 30, 2023 or such other date as agreed by the Company, ▇▇▇ ▇▇▇▇ and the Investors in writing (the “Expected Date of IPO”). The Company wishes to formally submit an IPO application to the Exchange within eighteen (18) months following the Completion of the Capital Increase with the cooperation of the relevant securities company, law firm, accounting firm and other intermediaries. ​ ​ ​
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Qualified IPO of the Company. The Parties agree to use their best endeavors to procure the completion of the initial public offering and listing of the shares of the Company on the STAR Market of the Shanghai Stock Exchange (the “Qualified IPO”, which shall be deemed to have occurred when the shares of the Company are officially listed and traded on the Exchange) no later than June 30, 2023 or such other date as agreed by the Parties in writing (the “Expected Date of Listing”). The Company wishes to formally submit an IPO application to the Exchange within fifteen (15) months following the Completion of the Capital Increase with the cooperation of the relevant securities company, law firm, accounting firm and other intermediaries.
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Related to Qualified IPO of the Company

  • Sale of the Company (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members. (b) The proceeds of the liquidation of the Company shall be distributed in the following order and priority: (i) first, to the creditors (including any Members or their respective Affiliates that are creditors) of the Company in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are, in the judgment of the liquidating trustee, reasonably necessary therefor); and (ii) second, to the Members in the same manner as distributions under Section 5.03(b).

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.