Consummation of the Initial Public Offering Sample Clauses

Consummation of the Initial Public Offering. The conditions to closing of the Initial Public Offering contained in the Underwriting Agreement shall have been satisfied or waived by the applicable parties thereto (other than such conditions as may, by their terms, only be satisfied at the consummation of the Initial Public Offering, but subject to the fulfillment or waiver of such conditions) and the parties to the Underwriting Agreement shall be ready, willing and able to consummate the Initial Public Offering.
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Consummation of the Initial Public Offering. The Initial Public Offering shall have closed prior to or substantially contemporaneously with the Closing.
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Consummation of the Initial Public Offering. The Purchaser -------------------------------------------- shall have consummated the Initial Public Offering at a price set forth in its amended S-1 Registration Statement on Form S-1 filed with the Securities and Exchange Commission.
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Consummation of the Initial Public Offering. On the Restatement Effective Date, (i) the Company shall have gross cash proceeds of at least $60 million, and shall have received Net Cash Proceeds of at least $55,000,000, from the initial public offering by the Company of Common Stock (the "Initial Public Offering") and (ii) the Banks shall have received true and correct copies of the registration statement, as amended (without exhibits) and underwriting agreement relating to the Initial Public Offering (the "Initial Public Offering Documents"). The Company shall have utilized the proceeds from the Initial Public Offering to make all payments then owing in connection with the Transaction and the Agent and the Banks shall have received an officers' certificate to such effect setting forth in reasonable detail the uses of such proceeds. The Initial Public Offering shall have occurred in accordance with the terms and conditions of the Initial Public Offering Documents and all applicable law.
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Consummation of the Initial Public Offering. The Ultimate Parent shall have received gross proceeds from an initial public offering of its common Stock in an amount sufficient for the exercise by the Borrower of the entire amount of the "equity clawback" under the Subordinated Notes and for the repayment in full of the Tranche C Loans.
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Consummation of the Initial Public Offering. The Initial Public Offering shall have been consummated, and as a result of such consummation, ASF shall have received net proceeds (after taking into account underwriting discounts and commissions and other offering expenses) at
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Consummation of the Initial Public Offering. The Initial Public Offering shall have been consummated, and as a result of such consummation, ASF shall have received net proceeds (after taking into account underwriting discounts and commissions and other offering expenses) at least equal to the sum of $12 million plus the amount of funds necessary to consummate the Shansby Redemption.
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Related to Consummation of the Initial Public Offering

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Terms of Public Offering The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus.

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

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