Qualified Public Company Event definition

Qualified Public Company Event means any transaction pursuant to which the Corporation’s Common Stock becomes registered under Section 12(b) of the Exchange Act and trades on the New York Stock Exchange or the Nasdaq Stock Market and in which either (i) the Corporation, in the case of an IPO, receives gross proceeds to the Corporation of at least $75,000,000 (including the conversion of any indebtedness and excluding underwriting discount and commissions) or (ii) the resulting market capitalization of the Common Stock of the Corporation is at least $150,000,000.

Qualified Public Company Event means the earlier to occur of the consummation of: (1) a SPAC Transaction and (2) a Listing Event.

Qualified Public Company Event shall have the meaning specified in the Notes.

Examples of Qualified Public Company Event in a sentence

• Upon the occurrence of a Qualified Public Company Event where the Conversion Reference Price is less than the Floor Price, this Note shall automatically be exchanged for a new note substantially in the form attached hereto as Exhibit A (the “New Note”) in an aggregate principal amount equal to the Note Obligations Amount of the Note as of the Initial Conversion Date (a “New Note Exchange”).

• Unless earlier converted pursuant to the terms hereof, the Shares and all accrued and unpaid dividends thereon, at the election of the Holder, upon delivery of written notice to the Corporation within five (5) days prior to the closing of a Change in Control may be converted in whole or in part into Conversion Shares at any time after the 90th day following the Original Issuance Date and prior to the earlier of (i) a Qualified Financing and (ii) a Qualified Public Company Event.

• The Company shall provide notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the consummation of any Qualified Public Company Event no later than two Business Days following the consummation of such Qualified Public Company Event.

• Unless earlier converted pursuant to the terms hereof, the Shares and all accrued and unpaid dividends thereon, at the election of the Holder, upon delivery of written notice to the Corporation within five (5) days prior to the closing of a Qualified Public Company Event, may be converted in whole or in part into Conversion Shares upon the closing of such Qualified Public Company Event.

• Unless earlier redeemed or converted pursuant to the terms hereof, if a Qualified Financing or Qualified Public Company Event has not occurred prior to the first anniversary of the Original Issuance Date, at the election of the Holder, upon delivery of written notice to the Corporation, the Shares and all accrued and unpaid dividends thereon, may be converted in whole or in part into Conversion Shares.

More Definitions of Qualified Public Company Event

Qualified Public Company Event means: (a) the issuance and sale by the Issuer or any direct or indirect parent company of the Issuer of its common Equity Interests (and the contribution of any proceeds of such issuance to the Issuer) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) filed with the U.S. Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act and such Equity Interests are listed on a nationally-recognized stock exchange in the United States of America pursuant to which net proceeds of at least $150,000,000 are received by the Issuer or such parent company and contributed to the Issuer; or (b) any De-SPAC Transaction.

Qualified Public Company Event means any transaction (including a firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act or a direct listing) pursuant to which the Listed Securities first become registered under Section 12(b) of the Exchange Act, where such transaction results in, (i) in the case of a firm commitment underwritten initial public offering, net proceeds to the Company of at least $100,000,000 and (ii) such Listed Securities being listed on a Principal Market; provided that the Required Investors may elect to treat any Non-Qualified Public Company Event as a Qualified Public Company Event for all Notes.

Qualified Public Company Event means: (1) any transaction (including an underwritten initial public offering or a “direct listing”) pursuant to which the common stock of the Issuer (the “Common Stock”) becomes registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and such securities, the “Listed Securities”) which results in the Listed Securities being listed on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (each, a “Principal Market”)the issuance and sale by the Issuer or any direct or indirect parent company of the Issuer of its common Equity Interests (and the contribution of any proceeds of such issuance to the Issuer) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) filed with the U.S. Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act and such Equity Interests are listed on a nationally-recognized stock exchange in the United States of America pursuant to which net proceeds of at least $150,000,000 are received by the Issuer or such parent company and contributed to the Issuer; or (2) any De-SPAC Transaction.

Qualified Public Company Event shall have the meaning set forth in the Indenture.

Qualified Public Company Event means a Public Company Event (i) pursuant to clause (i) of such definition, having aggregate gross proceeds of at least $100,000,000 from the sale of Common Stock, (ii) pursuant to clause (ii) of such definition, resulting in the Company receiving cash proceeds of at least $100,000,000 or (iii) pursuant to clause (iii) of such definition, in which the SPAC has cash of at least $100,000,000 (including, for the avoidance of doubt, proceeds from any private investment in public equity transaction and less any such cash used to satisfy redemptions or other repurchase obligations in connection with the SPAC Merger).

Qualified Public Company Event means: (1a) the issuance and sale by the Issuer or any direct or indirect parent company of the Issuer of its common Equity Interests (and the contribution of any proceeds of such issuance to the Issuer) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) filed with the U.S. Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act and such Equity Interests are listed on a nationally-recognized stock exchange in the United States of America pursuant to which net proceeds of at least $150,000,000 are received by the Issuer or such parent company and contributed to the Issuer; or (2b) any De-SPAC Transaction. “Real Estate Security Documents” means with respect to the fee interest of any Note Party in any real property located in the U.S.: (a) a fully executed and notarized Mortgage encumbering the fee interest of such Note Party in such real property; 23 US-DOCS\127429400.24

Qualified Public Company Event means any Public Company Event; provided however, any underwritten initial public offering in which the Issuer and the selling stockholders receive aggregate gross proceeds (before deduction of underwriters’ discounts and commissions or other similar fees, if any) of less than $100,000,000 shall not constitute a Qualified Public Company Event.