Private Equity Financing definition
Private Equity Financing means a privately marketed equity financing resulting in gross proceeds in excess of $250,000 which closes before the Calendar Due Date; provided, however, that none of the following issuances of securities shall constitute a “Private Equity Financing”: (i) the Offering and any subsequent offerings of senior secured convertible promissory notes or any other debt offering; (ii) securities issued without consideration in connection with any stock split or stock dividend on, the Company’s Common Stock; (iii) securities issued to the Company’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement unanimously approved by the Company’s board of directors; (iv) securities issued to banks or equipment lessors; (v) securities issued in connection with sponsored research, collaboration, technology license, development, original equipment manufacturing (OEM), marketing or other similar agreements or strategic partnerships; (vi) securities issued in connection with a bona fide business acquisition of or by the Company (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise); (vii) the Investment Unit dated October 1, 2010, issued by the Company to the Office of the Governor Economic Development and Tourism, and any securities relating to the conversion or exercise thereof; or (viii) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (vii) above.
Private Equity Financing means a privately marketed equity financing resulting in gross proceeds in excess of $250,000 which closes before the Calendar Due Date; provided, however, that none of the following issuances of securities shall constitute a “Private Equity Financing”: (i) this Offering and any subsequent offerings of senior secured convertible promissory notes or any other debt offering; (ii) securities issued without consideration in connection with any stock or unit split of, or stock or unit dividend on, the Company’s Common Stock; (iii) securities issued to the Company’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement unanimously approved by the Company’s board of directors; (iv) securities issued to banks or equipment lessors; (v) securities issued in connection with sponsored research, collaboration, technology license, development, original equipment manufacturing (OEM), marketing or other similar agreements or strategic partnerships; (vi) securities issued in connection with a bona fide business acquisition of or by the Company (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise); (vii) the Investment Unit dated October 1, 2010, issued by the Company to the Office of the Governor Economic Development and Tourism, and any securities relating to the conversion or exercise thereof; or (viii) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (vii) above.
Private Equity Financing means a financing of a minimum of $500,000 with a party not affiliated with the Company or G.I. Joe's which has been negotiated on an arms-length basis. The exercise price for each share of Common Stock purchasable pursuant to This Warrant is subject to the following additional terms and conditions:
Examples of Private Equity Financing in a sentence
If the Company has not consummated a Company IPO on, or before, June 1, 2015, then the exercise price shall thereafter be equal to the product obtained by multiplying 90% times the price per share of Common Stock of the Company issued in the Company’s Preferred Stock financing (the “Next Private Equity Financing”) closed subsequent to June 1, 2015 (i.e., a 10% discount to the Next Private Equity Financing price per share).
If the Company does not complete either a Private Equity Financing or an IPO prior to the Calendar Due Date, then the number of Shares covered by the Warrant will equal one-half the principal amount of the Note divided by $1.46, and the exercise price will be $1.46 per share.
The Private Equity Financing shall be conducted in accordance with Rule 506(b) under the Securities Act and offering procedures established by mutual agreement of the Company and Hyde Park.
In the event the Qualifying Private Equity Financing does not occur prior to December 31, 2008, then the Notes may not be so amended and any Advance occurring after June 30, 2009 shall have a Loan Commencement Date equal to the first day of the calendar month next following such Advance.
The parties agree to modify the terms of this Agreement to accommodate such registration rights granted in connection with the Private Equity Financing as necessary.
More Definitions of Private Equity Financing
Private Equity Financing means a privately marketed equity financing resulting in gross proceeds in excess of $250,000 which closes before the Calendar Due Date; provided, however, that none of the following issuances of securities shall constitute a “Private Equity Financing”: (i) the offering of these Notes and any subsequent offerings of convertible promissory notes or any other debt offering; (ii) securities issued without consideration in connection with any stock or unit split of, or stock or unit dividend on, Maker’s Common Stock; (iii) securities issued to Maker’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement unanimously approved by Maker’s board of directors; (iv) securities issued to banks or equipment lessors; (v) securities issued in connection with a bona fide business acquisition of or by the Company (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise); or (vi) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (v) above.
Private Equity Financing means the private offering of common shares of the Company scheduled to close on the Issue Date, whether or not such offering closes on some date other than the Issue Date.
Private Equity Financing is any sale of equity securities of Borrower that closes after September 1, 1999 other than a sale of common stock to the public in an initial public offering.
Private Equity Financing has the meaning defined in the Merger Agreement.
Private Equity Financing means the sale by the Company of equity securities yielding net capital (exclusive of aggregate consideration received by the Company as a result of the conversion of this Note) in excess of Seven Million Dollars ($7,000,000).
Private Equity Financing means a private placement of Parent Common Stock at a price of not less than $10.50 per share; provided, however, that the aggregate amount which may be raised under the Private Equity Financing, when combined with the cash held in the Trust Account after giving effect to the exercise of redemption rights by holders of Hyde Park Common Stock pursuant to the Hyde Park Organizational Documents, shall not exceed $150 million.
Private Equity Financing means the sale of shares of the Company's Common Stock (or securities convertible, exercisable or exchangeable into the Company's Common Stock) in a bona fide financing transaction that results in net proceeds to the Company of at least $25,000,000, other than an underwritten public offering registered under the Securities Act.