QIPO Sample Clauses
The QIPO clause defines the terms and conditions related to a Qualified Initial Public Offering (QIPO) within an agreement. Typically, it sets out the criteria that an IPO must meet to be considered "qualified," such as minimum valuation thresholds, offering size, or listing requirements on specific stock exchanges. For example, it may specify that only IPOs raising a certain amount of capital or listing on major exchanges like the NYSE or NASDAQ qualify. The core function of this clause is to ensure that all parties have a clear, shared understanding of what constitutes a significant public offering event, which can trigger rights, obligations, or changes in the contractual relationship.
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QIPO. “QIPO” means the closing of the sale of shares of Common Stock at a price to the public, on or before August 3, 2009, of at least $11.23 per share, and after such date, of at least $13.47 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $30,000,000 of net proceeds to the Company after deduction of underwriters’ commissions and expenses payable by the Company.
QIPO. For the purposes of a QIPO, if the Company designates any entity other than itself to be listed (the “Listing Entity”), and the shares of such Listing Entity become listed, quoted, admitted to trading or dealt in, on the Stock Exchange and such listing would constitute a QIPO if the shares listed had been Company Shares, the Issuer agrees to make such modification to these Exchangeable Bond Conditions, the Exchangeable Bonds and/or the Transaction Documents as the Exchangeable Bond Holders deem necessary to maintain the same commercial effect as if the Listing Entity had been the Company. Any such modification shall not be prejudicial to the interests of the Exchangeable Bond Holders.
QIPO. 10.1 The decision to undertake a QIPO (including the determination of the timing of the QIPO being not later than the expiry of the Exit Period) shall be made by the Company subject to the terms of this Agreement and the Constitution, having due regard to the prevailing market conditions.
10.2 The Company shall, and the Founders and the Company shall make all commercially reasonable efforts to conduct such a QIPO within a period of 1 (one) year from the date of receipt of such approval which is granted pursuant to Clauses 3.3 (Reserved Matters).
QIPO. The Covenantors hereby undertake to use their best efforts to conduct a QIPO of the Company before or on the date of December 31, 2022.
QIPO. This Agreement and all rights and covenants contained herein, except for obligations set forth in Sections 7.1, 7.2, 7.4, 8, and 9, shall terminate on the closing of a QIPO. If for the purpose of a QIPO and as approved by the Series C-2 Majority, the Series C-1 Majority, the Series C Majority, the Series B Majority and the Series A Majority, the Company is required or advised by counsel to conduct reorganization, the Preferred Shareholders may elect to waive any or all of their preferred or special rights hereunder, effective as of the completion of such reorganization; provided that, in the event that the QIPO does not occur within twelve (12) months after the completion of such reorganization, the Warrantors shall take all such actions as necessary or desirable to restore all the rights and privileges of the Preferred Shareholders contained herein, including without limitation (i) causing the Company to amend the Restated Articles, (ii) causing the Company to issue to Preferred Shareholders applicable class and number of shares of the Company, and (iii) entering into agreements containing substantially the same terms and conditions hereof. After the completion of the QIPO, except as otherwise approved by the Preferred Shareholders in writing, no Founder Party shall directly or indirectly Transfer or dispose of any Share held by it after the expiration of the relevant lock-up period as provided in the applicable Laws or required by the relevant stock exchange or Governmental Authorities.
QIPO. 9.3.1 In accordance with Clause 9.1, the Company and the Shareholders shall in good faith take all necessary steps (including, without limitation, the exercise of its voting rights), cooperate and provide such assistance to ensure that an QIPO shall be implemented in accordance with this Agreement taking into consideration prevailing market conditions, including, without limitation, procuring that:
(a) the Company and the Shareholders shall agree on and select a reputable renowned independent investment bank of international standing as the lead underwriter to provide financial advice and assistance to the Group in connection with the QIPO, and the Company, the Shareholders and the lead underwriter shall cooperate with each other, provide all such information and assistance as is required and discuss the terms of the QIPO;
(b) the Company shall prepare the necessary preliminary offering memorandum, prospectus and/or other offering documents and all relevant applications for the QIPO, and to negotiate, finalise and execute the relevant underwriting or other agreements (if applicable) for the QIPO; and
(c) the Company and the Shareholders shall perform all necessary actions, including passing appropriate resolutions, providing appropriate information and signing appropriate documents and confirmations as may be required in accordance with Applicable Laws, in order to facilitate the consummation of the QIPO.
9.3.2 The Company shall keep each Shareholder regularly appraised with reasonable details of the status, progress and pricing of the QIPO and, if requested by the relevant Shareholder, the Company shall provide to such Shareholder copies of all draft preliminary offering memorandums, prospectuses and/or other offering documents and such other information relating to the QIPO as is reasonably requested.
9.3.3 Each Shareholder shall be entitled to participate in meetings with the recognised stock exchange, the underwriter(s) or other advisers in respect of the QIPO, and the Company shall provide to each Shareholder, the recognised stock exchange, the underwriter(s) or their advisers, reasonable information, assistance and access to premises or management in respect of the QIPO process.
9.3.4 CVC Holdco shall have the right (but not the obligation) to include in the QIPO any or all of its Shares in priority to the inclusion of the Shares of any other Shareholder for secondary sale in such QIPO.
9.3.5 In the event that (a) this Agreement is terminated pursuan...