Parent Equity Offering definition

Parent Equity Offering means all public offerings of common equity of the Parent consummated prior to the Restatement Effective Date.
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Parent Equity Offering shall have the meaning set forth in Section 2.01(f)
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Parent Equity Offering shall have the meaning set forth in Section 6.3.
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Examples of Parent Equity Offering in a sentence

  • Each Holder shall keep confidential any communications received by it from the Parent regarding a Parent Equity Offering and Lock-up Period.

  • The literature on Carnegie effects is relatively small and is based on limited size data sources.

  • The Lock-up Period shall not apply to distributions of Parent Common Shares or any security convertible into Parent Common Shares to limited partners of members or other investors of the Holders; provided that the Holders shall agree to not effect any such distribution until at least 30 days after the closing of the Parent Equity Offering.

  • Preamble "Parent Equity Offering"..........................................

  • At the expiration of the Offer and at the Effective Time, provided that the Parent Equity Offering has been completed as contemplated in the Purchase Agreement, Parent and Purchaser will have available all the funds necessary to purchase all the shares of Company Common Stock pursuant to the Offer and the Merger and to pay all fees and expenses payable by the Parent or the Purchaser related to the transactions contemplated by this Agreement.

  • Parent shall promptly (but in no event later than August 25, 2000) obtain all requisite corporate and stockholder approvals and waivers of preemptive rights to authorize an increase in the authorized capital of Parent sufficient to enable the Parent to make the Parent Equity Offering.

  • The Parent Equity Offering shall have been completed or shall be closing concurrently on the Closing Date.

  • For purposes of the Allocation Certificate and this Section 3.22, the Company shall be permitted to rely on, and to assume the accuracy of, the Parent Equity Offering Sale Price communicated by Parent to the Company.

  • The Parent Equity Offering shall have either closed and Parent shall have received at least $35,000,000 in proceeds or shall be closing concurrently on the Closing Date.

  • Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing Parent shall sell to each Investor, free and clear of all liens except any created by the Voting Agreement, and each Investor will purchase from Parent, the number of shares of Parent Common Stock obtained by dividing such Investor’s Purchase Price by the Parent Equity Offering Price.


More Definitions of Parent Equity Offering

Parent Equity Offering means an offering or series of offerings of Parent Common Stock undertaken by Parent that will be effected prior to, or simultaneously with, the closing of the Merger.
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Parent Equity Offering has the meaning set forth in Section 6.8.
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Parent Equity Offering means a broadly-distributed underwritten public offering and sale of Parent Common Shares on the OSE or, at the option of Parent, the LSE, which yields at least $100,000,000 (based on then-prevailing exchange rates) of gross proceeds to Parent; provided, however, that no such offering shall constitute a Parent Equity Offering unless it satisfies the conditions set forth in Section 8.5(u) of the Parent Disclosure Letter.
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Related to Parent Equity Offering

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Community Offering means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within or outside the State of Louisiana as may be selected by the Holding Company and the Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

  • Parent Equity Plan shall have the meaning set forth in Section 4.6.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings and structures, site preparation, improvements to the real property, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.