Listing Transaction definition
Examples of Listing Transaction in a sentence
For the avoidance of doubt, neither shall Alternative Transaction nor Public Listing Transaction include the transactions contemplated by the Business Combination Agreement.
The issuance of Conversion Shares pursuant to the conversion of each Note shall be upon and subject to the same terms and conditions applicable to the equity securities of the Company sold in the Qualified Listing Transaction.
Upon the closing of a Qualified Listing Transaction, the Original Note Amount of each Purchaser shall automatically be converted into Conversion Shares without any action on the part of the Company or each Purchaser.
No Partner shall, directly or indirectly, sell, assign, pledge, hypothecate, transfer by gift, exchange or otherwise dispose of or encumber its Interests by operation of law or otherwise (all of the foregoing being referred to hereinafter as a “Transfer”, but excluding from the definition of Transfer any IIT REIT Listing Transaction), except in accordance with this Section 8.1 and pursuant to the Dilution Option set out in Section 2.2(d).
The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the Original Note Amount by the Qualified Listing Transaction Conversion Price.
The Company shall notify each Purchaser in writing of the anticipated occurrence of a Qualified Listing Transaction at least five days prior to the closing date of the Qualified Listing Transaction, notifying each Purchaser of the conversion to be effected and the terms under which the equity securities of the Company are anticipated to be sold in such Qualified Listing Transaction.
In addition, any Registrable Security will cease to be a Registrable Security on the fourth anniversary of the date the Initial Public Offering or Listing Transaction is consummated.
Pursuant to an Event of Conversion outlined in this Section 6, in the event of an Equity Financing, Qualified Listing Transaction or Change of Control Transaction (each an “Event of Conversion”) detailed below, the Notes shall automatically and irrevocably be converted into ordinary shares of the Company.
For the avoidance of doubt, any amendment, variation or supplement to any of the foregoing, or abandonment of any Listing Transaction, in each case in accordance with the terms of this agreement, shall not be considered a “withdrawal” for the purposes of this clause 21.3.