Going Public Event Sample Clauses

Going Public Event. On or before the Public Company Date, the Company (i) will, subject to the approval of a Majority in Interest, consummate a merger or business combination with a company that has a class of equity subject to the reporting requirements of Section 13 or I5(d) under the Exchange Act, or (ii) file a registration statement on Form S-1 or Form 10, for the purpose of having the class of Common Stock comprising the Underlying Shares subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act. The Company having the same class of equity as the Underlying Shares subject to the reporting requirements of Section 13 or 15(d) is referred to herein as the “Going Public Event”. The Company will cause the Going Public Event to occur on or before the Public Company Date.
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Going Public Event. In lieu of complying with the obligations set forth in the Registration Rights Agreement, on or before the Public Company Date, the Company may, subject to the approval of a Majority in Interest, enter into a binding agreement for the purpose of consummating a merger or business combination with a company that has a class of equity subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act for the purpose of having the class of Common Stock issuable upon conversion of the Preferred Stock become subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act and qualify for such class of equity to be traded or listed on a Trading Market. The Company will engage counsel identified on Schedule 4.15, effective not later than the Closing Date to prepare and file the Registration Statement. The Registration Statement being declared effective by the Commission of the Company having a class of equity subject to the reporting requirements of Section 13 or 15(d) is referred to herein as the "Going Public Event".
Sample 1
Going Public Event. On or before December 31, 2018, the Company will consummate a merger or business combination with a company that has a class of equity registered pursuant to Section 12(g) of the Exchange Act, and which Company is subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act, or file a registration statement on Form S-1 or Form 10, for the purpose of having the class of Common Stock comprising the Underlying Shares subject to the mandatory reporting requirements of Section 13 or 15(d) under the Exchange Act. The Company having (i) the same class of equity as the Underlying Shares registered pursuant to Section 12(g) of the Exchange Act, (ii) the Company subject to the reporting requirements of Section 13 or 15(d), and (iii) the class of equity comprising the Underlying Shares and such class of equity and the Underlying Shares listed for trading or quotation on a Trading Market, is referred to herein as the "Going Public Event". The Company undertakes to cause the Going Public Event to occur not later than December 31, 2018.
Sample 1
Going Public Event. On or before June 19, 2017, the Company will file a registration statement on Form S-1 or Form 10, for the purpose of having the class of Common Stock comprising the Underlying Shares subject to the mandatory reporting requirements of Section 13 or 15(d) under the Exchange Act. The Company having (i) the same class of equity as the Underlying Shares registered pursuant to Section 12(g) of the Exchange Act, (ii) the Company subject to the reporting requirements of Section 13 or 15(d), and (iii) the class of equity comprising the Underlying Shares and such class of equity and the Underlying Shares listed for trading or quotation on a Trading Market with not less than three market makers, is referred to herein as the “Going Public Event”.
Sample 1
Going Public Event. On or before nine (9) months after the Subsequent Closing Date, the Company will (i) consummate a merger or business combination with a company that has a class of equity registered pursuant to Section 12(g) of the Exchange Act, and which company is subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act, or (ii) file a registration statement on Form S-1 for the purpose of having the Company subject to the mandatory reporting requirements of Section 13 or 15(d) under the Exchange Act. The Company after having (A) its Common stock is traded on a Trading Market and (B) accomplishing either (i) or (ii) above, and (y) having the same class of equity as the Mergeco Shares and Underlying Shares registered pursuant to Section 12(g) of the Exchange Act or (z) the Company becoming subject to the mandatory reporting requirements of Section 13 or 15(d), is referred to herein as the "Going Public Event".
Sample 1
Going Public Event. On or before the 180 days after the Initial Closing Date, the Company (i) will have had declared effective by the Commission the Registration Statement on Form F-1 for the purpose of having the class of Common Stock comprising the Underlying Shares subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act, and (ii) have the Common Stock listed for trading or quoted on a Trading Market (the second such event to occur being a “Going Public Event”).
Sample 1

Related to Going Public Event

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Press Release; Public Offering Materials Disclose the name of Agent or any Lender in any press release or in any prospectus, proxy statement or other materials filed with any governmental entity relating to a public offering of the capital stock of any Loan Party except as may be required by law.

  • No Public Announcement Neither Buyer nor Parent ---------------------- shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by law, in which case the other party shall be advised and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or -------- ------- disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and the Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

  • Confidentiality/Public Announcement From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Confidentiality; Public Announcements (a) Parent and the Company hereby acknowledge and agree to continue to be bound by the Mutual Confidentiality Agreement dated as of May 27, 2010, by and between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement.

  • Dissolution Event An event, the occurrence of which will result in the dissolution of the Company under Article XIV.

  • Public Announcement Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

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