Qualified Offeree definition
Examples of Qualified Offeree in a sentence
Subject to the foregoing, if Common Stock is being issued with other Securities as a unit, each Qualified Offeree who desires to accept such offer must purchase such unit in order for such acceptance to be valid; provided, however, that any -------- ------- such unit offered to Lucent shall include securities that are non-voting or convertible into non-voting securities as described above.
The performance of such services by you hereunder shall commence upon the mailing of the Exchange Offer Statement and related documents to each holder of Existing Subordinated Notes whom the Company believes to be a Qualified Offeree (the date of commencement of such distribution being herein referred to as the "Commencement Date").
If at any time the Company proposes to newly-issue for cash (a "proposed issuance") any of its equity securities (the "Company Securities"), then the Company shall, no later than forty-five (45) days prior to the consummation of such proposed issuance, give written notice to each of the Qualified Offeree (as defined in Section 6.2 below) of the proposed issuance.
For purposes of this Section 6, a "Qualified Offeree" shall include Warrantholders and the holders of Common Stock issuable upon exercise of the Warrant who own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least two percent (2.0%) of the outstanding Common Stock.
The right to purchase shares of Common Stock under this subsection 17(b) shall be shared pro rata by the Qualified Offerees based on the proportion that the number of shares of Common Stock held (assuming full conversion and exercise of all convertible or exercisable securities) by each such Qualified Offeree bears to the total number of shares of Common Stock held by all such Qualified Offerees (assuming full conversion and exercise of all convertible or exercisable securities).
If any such Qualified Offeree fails to accept such offer by written notice to the Company within fifteen (15) days following the date the Company's notice is received, the Company may proceed with such proposed issuance, free of any right on the part of such Qualified Offeree under this Section 6.1 in respect thereof.
Anything contained herein to the contrary notwithstanding, no Person (other than KULI or an Affiliate thereof) that is a transferee of Shares from B▇▇▇▇▇▇ shall be entitle to participate in the purchase right granted by Section 3.1 unless such Person is a transferee in a Permitted Transfer and a Qualified Offeree.
Such notice shall describe the proposed issuance and shall contain an offer to each Qualified Offeree to sell to such Qualified Offeree its pro rata portion of the Company Securities (which shall be a percentage equal to the percentage of the Fully-Diluted Common Stock held by such Qualified Offeree).
The term “Qualified Offeree” means only Persons who are “accredited investors” as defined in Rule 501 promulgated under the Securities Act and have a similar status under applicable state securities laws so that such Qualified Offeree can be an offeree and purchaser in an offering of securities that is exempt from all registration and qualification of the Securities Act and applicable state securities laws.
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