Non-Qualified IPO definition

Non-Qualified IPO means any underwritten public offering of IPO Securities of the Issuer that does not constitute a Qualified IPO.
Non-Qualified IPO means any initial public offering of Ordinary Shares (or depositary receipts or depositary shares representing Ordinary Shares) that does not satisfy the definition of Qualified IPO.
Non-Qualified IPO means an IPO generating pre-tax aggregate proceeds (including, for purposes of calculating the amount of such proceeds, the aggregate amount of any Distributions (other than Quarterly Distributions) made to the holders of Units to and until the date of the IPO), before deducting underwriting commissions, that implies an equity value of the Company as a whole equal to or less than $1.8 billion or that involves less than $300 million of pre-tax aggregate proceeds, before deducting underwriting commissions.

Examples of Non-Qualified IPO in a sentence

  • In the event that the Company has not completed either a Qualified IPO or a Non-Qualified IPO within six months after Closing, then Subscribers will be issued by the Company additional Units equal to 1% of the number of Units and Notes purchased by them under this Offering for no additional consideration until the Company completes either a Qualified IPO or a Non-Qualified IPO.

  • The maximum number of additional Units to be issued as a result of the Company’s failure to complete a Qualified IPO or Non-Qualified IPO will be 20% of the total number of Units issued and Notes sold under the Treasury Offering and the Secondary Offering.

  • If the Company does not complete a Qualified IPO or a Non-Qualified IPO within 12 months following the Closing, then the Company will use its commercially reasonable best efforts to facilitate a secondary offering of any Notes, or Common Shares acquired on the conversion of Notes, held by investors under this Offering within a period of 30 days following the 12th month after the Closing, if so requested.


More Definitions of Non-Qualified IPO

Non-Qualified IPO means any public offering of the Common Shares, other than a Qualified IPO (provided, that, any previous filing of a registration statement or similar instrument with the United States Securities and Exchange Commission in fulfillment of the Corporation’s existing obligations as a foreign private issuer shall be deemed not to constitute a public offering for the purposes of these Series A Share provisions).
Non-Qualified IPO means (i) an initial public offering of Common Shares of the Corporation with an offering amount of less than US$25 million, or a reverse-take over transaction, pursuant to which the Common Shares of the Corporation (in the case of an initial public offering) or common shares of the acquiring company (in the case of a reverse take-over) are listed on the TSX or another internationally recognized stock exchange, provided that the prospectus (the “Prospectus”) with respect to the Non-Qualified IPO qualifies the Common Shares issuable upon conversion of the Notes and the Warrants or the common shares of the acquiring company issued on the exchange of the Notes and the Warrants in a reverse take-over transaction such that those securities are freely tradable; or (ii) a merger, amalgamation, arrangement, take-over or other form of corporate transaction pursuant to which an arm’s length third party acquires voting control of the Corporation, provided that such transaction is accepted by holders of not less than 662/3% of the Notes and 66 2/3% of the Common Shares and further provided that the holders of 662/3% of the Common Shares and 662/3% of the Notes receive either cash and/or freely tradeable equity securities that are listed on an internationally recognized stock exchange in connection with such transaction;
Non-Qualified IPO means (i) an initial public offering of Common Shares with an offering amount of less than US$25 million, or a reverse-take over transaction, pursuant to which the Common Shares (in the case of an initial public offering) or common shares of the acquiring company (in the case of a reverse take-over) are listed on the TSX or another internationally recognized stock exchange, provided that the prospectus (the “Prospectus”) with respect to the Non-Qualified IPO qualifies, among other things the Warrants and the Common Shares underlying the Warrants or the common shares of the acquiring company issued on the exchange of, among other things the Warrants in a reverse take-over transaction such that those securities are freely tradable; or (ii) a merger, amalgamation, arrangement, take-over or other form of corporate transaction pursuant to which an arm’s length third party acquires voting control of the Company, provided that such transaction is accepted in accordance with the voting requirements and other conditions established by the Agency Agreement;
Non-Qualified IPO means any public offering of the Common Shares, other than a Qualified IPO (provided, that, any previous filing of a registration statement or similar instrument with the United States Securities and Exchange Commission in fulfillment of the Corporation's existing obligations as a foreign private issuer shall be deemed not to constitute a public offering for the purposes of these Series A Share provisions).
Non-Qualified IPO means the sale, in a firm commitment public underwritten offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, of securities of the Company, raising aggregate gross proceeds of less than $12,000,000, following which such securities are listed on a national securities exchange registered with the Securities Exchange Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended (or, alternatively, quoted on the OTC Bulletin Board or similar quotation system).
Non-Qualified IPO means (i) an initial public offering of Common Shares with an offering amount of less than US$25 million, or a reverse-take over transaction, pursuant to which the Common Shares (in the case of an initial public offering) or common shares of the acquiring company (in the case of a reverse take-over) are listed on the Toronto Stock Exchange or another internationally recognized stock exchange, provided that the prospectus (the “Prospectus”) with respect to the Non-Qualified IPO qualifies (A) the Common Shares issuable pursuant to the automatic conversion of the Notes and (B) the Warrants issued upon the automatic conversion of the Special Warrants or (C) the common shares issuable upon conversion of the Notes and the Warrants of the acquiring company in a reverse take-over transaction such that those shares are freely tradeable; or (ii) a merger, amalgamation, arrangement, take-over or other form of corporate transaction pursuant to which an Arm’s Length third party acquires voting Control of the Corporation, provided that such transaction is accepted by an Extraordinary Resolution hereunder and holders of 66 2/3% of the Common Shares and further provided that the holders of the Common Shares and the Notes receive either cash and/or freely tradeable equity securities that are listed on an internationally recognized stock exchange in connection with such a transaction;
Non-Qualified IPO means a sale by the Company of shares of Common Stock in an underwritten (firm commitment) public offering registered under the Securities Act, with gross proceeds to the Company of not less than $20 million but not equal to or greater than $50 million, resulting in the listing of the Common Stock on a nationally recognized stock exchange, including, without limitation, the Nasdaq National Market System. "Number of Securities" or "number of Securities" owned or held by any Stockholder means the aggregate number of shares of Common Stock beneficially owned by such Stockholder as of any date of determination, assuming conversion, exchange or exercise into shares of Common Stock of any such convertible, exchangeable or exercisable Securities beneficially owned by such Stockholder at such date.