Qualifying IPO Sample Clauses
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Qualifying IPO. (i) If a Qualifying IPO occurs prior to the Maturity Date, then effective as of the closing date of such Qualifying IPO, the Series 2 Note Obligation Amount shall automatically convert in full into a number of Conversion Shares equal to: (x) the outstanding Series 2 Note Obligations Amount on such closing date, divided by (y) a price per share (the “IPO Conversion Price”) equal to (A) 90% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or before September 30, 2022; (B) 85% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after October 1, 2022 but on or before December 31, 2022; or (C) 80% of the gross price per share at which Common Stock is sold in the Qualifying IPO, if the Qualifying IPO occurs on or after January 1, 2023. If, in the case of a Qualifying IPO described in clause (b) of the definition thereof, such gross price per share is not readily identifiable, then such gross price per share shall be deemed to equal the average of the last reported per share sale price of the successor entity’s common stock on the public securities market on which it is primarily traded for the twenty (20) consecutive trading days immediately prior to the closing date of such Qualifying IPO; provided, however, that if no sales of such common stock occurred on any such trading day, the mean between the closing “bid” and “asked” per share prices for such common stock on such trading day shall be used in lieu of the last reported per share sale price for such trading day.
(ii) No later than five (5) business days following the closing date of a Qualifying IPO, the Company shall provide the Holder with written notice of the conversion of the Series 2 Note Obligation Amount into Conversion Shares in accordance with Section 3.1(a)(i), specifying the Series 2 Note Obligation Amount so converted, the IPO Conversion Price, the number of Conversion Shares into which such Series 2 Note Obligation Amount has been converted and the effective date of such conversion, and requesting the Holder to surrender this Series 2 Note to the Company in the manner and at the place designated in such notice. The Holder agrees to deliver the original of this Series 2 Note to the Company for cancellation not later than ten (10) days after its receipt of such notice; provided, however, that from and after the closing date of such Qualifying IPO, the Series 2 Note O...
Qualifying IPO. In the event of a Qualifying IPO, the Investor agrees to forfeit 125,000 shares of Common Stock (the “Forfeiture Shares”) to the Company as early as one business day following the closing of the Qualifying IPO or at such time immediately following the expiration of the customary lock-up period or earlier as permitted by the managing underwriter; provided, however, if such forfeiture or cancellation would result in a matchable transaction under Section 16 of the Exchange Act, the Investor shall not be required to forfeit the Forfeiture Shares until such period where disgorgement would not result.
Qualifying IPO. An equity issuance by either Parent consisting of an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) of its common stock (i) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (whether alone or in connection with a secondary public offering) and (ii) resulting in gross proceeds to such Parent of at least $50,000,000.
Qualifying IPO. The first underwritten public offering of the Capital Stock of the Borrower or any holding company parent of which the Borrower is a wholly-owned Subsidiary pursuant to an effective registration statement under the Securities Act of 1933 that results in the listing or quotation of the Capital Stock of the Borrower or such holding company on a recognized U.S. or international securities exchange.
Qualifying IPO. Notwithstanding anything in this Agreement to the contrary, the execution, delivery and performance of customary documentation (and amendments to existing documentation) and transactions governing the relations between and among the equity owners of the Borrower, the Borrower and the IPO Co., including, without limitation, the execution, delivery and performance of an amended and restated limited liability company operating agreement of S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and a tax receivable agreement by and among Parent, S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and the Continuing Equity Owners (as defined below), in each case, on customary terms for similar “Up-C” transactions; and such other transactions incidental to the foregoing as the board of directors or similar governing body of Parent shall determine, in its good faith judgment, to be reasonably necessary in order to effect a Qualifying IPO shall be permitted hereunder, in each case, not inconsistent with the other terms and provisions of this Agreement. For purposes hereof, “Continuing Equity Owners” shall mean the owner of the limited liability company interests in S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, including The B▇▇▇▇▇▇▇ Family Trust II A U/A/D December 29, 2015 and GSB Holdings, LLC.
Qualifying IPO. The Company and the Founders agree that each of them will use their best endeavours to procure a Qualifying IPO by 31 December 2007 (or such other date as the Company and the Preference Shareholders may agree). In connection with the foregoing, the Founders will procure that the Company will support the application for such a Qualifying IPO and they will exercise their votes at any general meeting of the Company called for such purpose. The terms of such a Qualifying IPO, the appointment of any manager, arranger, underwriter or other financial advisor for such a Qualifying IPO shall be subject to the prior written consent of the Preference Shareholders and the Founders (such consent not to be unreasonably withheld), provided that if the Preference Shareholders and/or the Founders shall fail to respond or to unanimously agree within thirty (30) days after being notified of such terms and appointment, such matters shall then be decided by the Board.
Qualifying IPO. The term "Qualifying IPO" means the first registered, underwritten public offering of shares of Common Stock by this corporation.
Qualifying IPO. Within five Business Days of the consummation of a Qualifying IPO (but prior to (or contemporaneously with) any permitted redemption of the Series A-1 Preferred Equity in connection therewith), the Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations in the aggregate amount required to cause the Consolidated Total Leverage Ratio to be equal to 3.00 to 1.0 after giving effect to such prepayment on a Pro Forma Basis (without giving effect to any prepayment of Revolving Loans with the proceeds of such Qualifying IPO unless accompanied with a corresponding reduction in the Revolving Commitments). Any prepayment pursuant to this Section 2.05(b)(iv) shall be applied as set forth in Section 2.05(b)(vi)(B) below.
Qualifying IPO. The Company shall make such filings, registrations or qualifications and take all other necessary action and will use its best efforts to obtain such consents, approvals and authorizations, if any, and satisfy all conditions that may be required in connection with listing the Company’s common stock in a Qualifying IPO and shall use its best efforts to complete a Qualifying IPO by no later than December 1, 2008 and maintain such listing continuously thereafter.
Qualifying IPO. Qualifying IPO" shall mean the closing of a firm -------------- commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock to the public involving an aggregate offering price to the public of not less than $15,000,000 at a per share price for the Common Stock not less than $4.15 per share (subject to adjustment for any subdivisions, combinations or consolidations of the Common Stock from time to time) for the account of the Company.