Qualified Equity Raise definition

Qualified Equity Raise means the sale by the Company or a Subsidiary of capital stock which results in gross proceeds to the Company or a Subsidiary of $10 million or more. “Subsidiary" shall mean any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution. In the event a Qualified Acquisition or a Qualified Equity Raise has not taken place within one year of the Employment Date, the Subject Shares shall be cancelled and all provisions of this Agreement relating to the Subject Shares shall be null and void. Notwithstanding the foregoing, in the event the Company enters into definitive documentation with respect to either a Qualified Acquisition or a Qualified Equity Raise within one year following the Employment date but does not complete it until after one year from the Employment date, the Executive shall remain entitled to receive the Subject Shares and, promptly upon the closing of the Qualified Acquisition or Qualified Equity Raise, the Company shall promptly deliver to the Executive, all Certificates evidencing the Subject Shares.
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Qualified Equity Raise means an Initial Public Transaction where the Borrower or the resulting entity is publicly traded with a Market Capitalization of no less than $250,000,000.00 and the Borrower has received net proceeds of at least $75,000,000.00 from such transaction.
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Qualified Equity Raise means common equity raised by Maker or its parent corporation, American Realty Capital Hospitality Trust, Inc. (excluding any such common equity raised on or prior to the Equity Inns Closing).”
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Examples of Qualified Equity Raise in a sentence

  • Upon the completion of either a Qualified Acquisition or a Qualified Equity Raise, Executive’s cash compensation for the new three (3) year term will be determined by the Board of Directors or Compensation committee of the Company, acting in good faith.

  • In the event the Company completes either a Qualified Acquisition or a Qualified Equity Raise (each as hereinafter defined) during the initial term hereof, then the term of this Agreement shall be extended to three years.

  • Upon any termination pursuant to this Section 4.1, the Executive shall be entitled to be paid his cash salary to the date of termination and the right to the fulfillment of the terms and conditions of section 2.1 herein if there is a Qualified Acquisition or Qualified Equity Raise within one year of the Employment Date in which the Executive played a material role.

  • Upon the Company’s completion of a Qualified Acquisition or a Qualified Equity Raise the Executive will be named Chairman of the Board.

  • Upon the Company’s completion of a Qualified Acquisition or a Qualified Equity Raise, the Board will appoint Executive to be a member of the Board.

  • If the Borrower completes a Qualified Equity Raise, the Borrower shall use the proceeds thereof to immediately prepay the Loans.


More Definitions of Qualified Equity Raise

Qualified Equity Raise means a sale by the Company of Qualified Equity Interests (as defined in the Company Indenture).
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Qualified Equity Raise means a rights offering by the Fund as described in the Registration Statement on Form N-2 filed with the Securities and Exchange Commission on March 30, 2020, pursuant to which the shareholders of the Fund will be offered the right to acquire additional common stock of the Fund in accordance with the terms described therein.
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Qualified Equity Raise means the issuance by the Company of Common Stock resulting in Net Cash Proceeds to the Company of at least $9,000,000.
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Qualified Equity Raise means the issuance of up to $485,000,000 of shares of Holdings’ Capital Stock, up to $245,000,000 of which will be common stock, par value $0.001 per share, and up to $240,000,000 of which will be existing Series F preferred stock, par value $0.001 per share, and/or a newly created series of preferred stock having terms substantially similar to Holdings’ existing Series F preferred stock; provided, that any such issuance is completed on or prior to October 30, 2020 (or such later date as agreed to in writing by Administrative Agent (including via e-mail transmission)).
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Qualified Equity Raise means one or more public offerings and/or private placements consummated by the Payor after the Closing Date of its debt and/or equity securities so as to yield to the Payor, in the aggregate not less than $5,000,000. The entire principal amount of and all interest under this Note shall be due and payable in full on the Maturity Date. Payor may prepay this Note at any time in whole, or from time to time in part, without penalty or premium. Any such payment shall be applied first to accrued and unpaid interest hereunder and then to principal. This Note is one of the $1,336,875 aggregate principal amount of promissory notes executed and delivered by the Payor to evidence a portion of the Merger Consideration payable pursuant to the terms of that certain Agreement and Plan of Merger dated as of March 31, 2004 (the "Merger Agreement"), among the Payor, MV MergerCo, Inc. and MarketVision Communications Corporation. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement If any one or more of the following events of default should occur:
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Related to Qualified Equity Raise

  • 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:

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Qualified Equity Interests means all Equity Interests of a Person other than Disqualified Equity Interests.

  • 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).

  • Disqualified Equity means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the right to require Sunoco LP to repurchase or redeem such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Sunoco LP may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

  • Disqualified Equity Interests of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require such Person to repurchase or redeem such Equity Interests upon the occurrence of a change of control occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the change of control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 1007, and such Equity Interests specifically provide that the Issuer will not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions of Section 1007.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Equity Ratio means the ratio of Equity to Total Assets.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Debt to Equity Ratio means the ratio of the value of liabil- ities to equity, calculated according to s. 126.44 (8) (c) 2.

  • Common Equity Tier 1 Capital Ratio means (at any time):

  • Qualified entity means an Entity (which itself meets the requirements set forth in clauses (a), (b) and (c) of Section 1.6 above (substituting Entity for references to Qualified Trust in such clause (c)) in which one or more Qualified Trusts described in Section 1.6 hold one-hundred percent (100%) in Fair Market Value of all equity interests in the Entity and hold one-hundred percent (100%) of all voting power in regard to the management and operation of the Entity. An Entity shall cease to be a Qualified Entity and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such Entity to no longer be a Qualified Entity as defined in this Section 1.18. The definition of Qualified Entity is intended to describe Entities such as Xxxxxx Management, Inc., a Delaware corporation, or similar type Entities.

  • Excluded Equity Issuance means (i) any issuance of Equity Interest by a member of the Restricted Group to another member of the Restricted Group, (ii) any issuance of Equity Interests by the Borrower pursuant to an equity incentive or compensation plan or pursuant to a dividend reinvestment or share purchase plan, and (iii) any issuance of Equity Interest in Parent to acquire limited partnership interests in PREIT.

  • Qualified ECP an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Permitted Equity Issuance means any sale or issuance of any Qualified Equity Interests.

  • Qualified ECP Loan Party means each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II) of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of Section 1a(18)(A)(v)(II) of the CEA.

  • Adjusted Equity means the Equity funded in Indian Rupees and adjusted on the first day of the current month (the “Reference Date”), in the manner set forth below, to reflect the change in its value on account of depreciation and variations in Wholesale Price Index (WPI), and for any Reference Date occurring between the first day of the month of Appointed Date (the date of achievement of Financial Closure) and the Reference Date;

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such Common Stock or such other securities); provided that such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, and (d) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision.

  • Total Equity Value means, as of any date of determination, the aggregate proceeds which would be received by the Unitholders if: (i) the assets of the Company were sold at their fair market value to an independent third-party on arm’s-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) the Company satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the Manager with respect to any contingent or other liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1, all as determined by the Manager in good faith based upon the Class A Common Stock Value as of such date.

  • Qualified Engineer means a Professional Engineer other than an "Experienced Engineer" as hereinafter defined; that is, it shall mean a person who is, or is qualified to become, a graduate member of the Institution of Engineers, Australia.