Qualified Reverse Merger definition

Qualified Reverse Merger means an event or series of events by which Parent completes a merger transaction, whether a direct merger or otherwise, involving an entity (“Pub Co”) that has a class of securities listed on a national securities exchange (“Listed Securities”) where: (i) Parent is not the surviving entity (or is the surviving entity in a subsidiary merger); and (ii) immediately following the merger (A) a majority of the members of the board of directors of PubCo are comprised of all of the members who served on the board of directors of Parent immediately prior to the merger and (B) fifty percent (50%) or more of the Listed Securities of Pub Co are comprised of persons who owned Equity Interests in the Parent immediately prior to the merger.
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Qualified Reverse Merger means an event or series of events by which the Parent completes a merger transaction, whether a direct merger or otherwise, involving an entity (“Pub Co”) that has a class of securities listed on a national securities exchange (“Listed Securities”) where: (i) the Parent is not the surviving entity (or is the surviving entity in a subsidiary merger); and
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Examples of Qualified Reverse Merger in a sentence

  • The Agent's Warrants shall be exercisable until the earlier of the date ten (10) years after the date of the Final Closing or the date which is three (3) years after the closing date of either the initial public offering (the "IPO") of the Company's securities or the date on which the Company consummates a merger with a company whose securities are publicly held (a "Qualified Reverse Merger").

Related to Qualified Reverse Merger

  • Reverse Merger means, in respect of a Reference Asset, any reorganization, consolidation, amalgamation, merger or binding share exchange of such Company or its subsidiaries with or into another entity in which such Company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all such Reference Assets outstanding but results in the outstanding Reference Assets (other than Reference Assets owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Reference Assets immediately following such event.

  • Qualified Acquisition means a Permitted Acquisition, the aggregate purchase price for which, when combined with the aggregate purchase price for all other Permitted Acquisitions in any rolling 12-month period, is greater than or equal to $25,000,000.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the 10 Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Exempt Acquisition means an acquisition by a Person of Voting Shares and/or Convertible Securities (i) in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(b), (c) or (d);

  • Qualifying Acquisition has the meaning specified in Section 5.03.