Qualified Transaction means one or more acquisitions or dispositions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever.
Qualified Transaction means (a) any sale or other transfer of, or any release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the Borrower delivers to the Agent (A) at least five Business Days prior to the proposed closing date of such transaction, a draft Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (B) on the closing date of such transaction, a final Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (ii) if the aggregate Credit Exposures of all Lenders exceeds the Borrowing Base in effect on the closing date of such transaction after giving effect thereto, the Borrower prepays Loans and pays cash to the Agent as required by Section 2.10(c) or (b) any other sale or other transfer of, or any other release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the aggregate consideration received with respect to the transaction pursuant to which such Accounts are sold or otherwise transferred does not exceed $10,000,000 and (ii) the aggregate book value of Eligible Accounts sold or otherwise transferred pursuant to such transaction does not exceed $1,000,000; provided that no Accounts sold or transferred pursuant to the foregoing clause (a) or (b) shall be used in any securitization, factoring or similar financing program of the Borrower or any of its Subsidiaries.
Qualified Transaction means a qualified
Examples of Qualified Transaction in a sentence
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the identification, evaluation and acquisition of a Qualified Transaction.
The Company monitors its ability to meet its short-term expenditures for the identification, evaluation and acquisition of a Qualified Transaction by raising additional funds through share issuance when required.
If a Qualified Transaction by you increases the number of potential Users, we reserve the right to change the price of the Services effective at the time the Qualified Transaction closes in accord with the increase in potential Users.
Any Qualified Transaction or Qualified Spend which is incomplete or performed before or after the CBP Period shall not be accepted and will be forfeited.
Upon the closing of the Qualified Transaction, the Holder may elect to have all or part of the outstanding principal amount of this Note and all accrued but unpaid interest thereunder redeemed within five (5) Trading Days of the Company’s receipt of written notice of the Holder’s election to effect such redemption.
More Definitions of Qualified Transaction
Qualified Transaction means one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; and “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of 50.1% or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes hereof: (A) any acquisitions of Common Stock or securities convertible, exercisable or exchangeable into Common stock directly from the Company or from any affiliate of the Company, or (B) any acquisition of Common Stock or securities conver...
Qualified Transaction means any Change of Control transaction in which the gross cash proceeds payable with respect to each share of Common Stock at closing of the transaction are at least $10 per share (as adjusted for stock dividends, stock splits, combinations, recapitalizations or other similar events after the date hereof affecting the capital stock of the Company) if approved unanimously by the Board of Directors (excluding Series Preferred Directors and the Company’s Chief Executive Officer).
Qualified Transaction means (i) an IPO or (ii) a Sale Transaction.
Qualified Transaction means the Company’s receipt of at least $2,500,000 in proceeds from: (i) a sale by the Company, in one or more related transactions, of a new series of preferred stock (the “Qualified Stock”) in a financing event (the “Qualified Financing”); or (ii) a combination of (a) a sale of Qualified Stock as described in Section 4.2(i), and (b) the sale by the Company of some or all of its assets and/or business operations in materials for anti-static polymers.
Qualified Transaction means one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise which requires the filing by the Company of a Current Report on Form 8-K with the inclusion of audited financial statements of the target.
Qualified Transaction means a bona fide negotiated transaction or series of related transactions pursuant to which the Corporation consolidates with or merges into any other Person or any other Person consolidates with or merges into the Corporation or any tender offer or share issuance or similar business combination transaction involving the Corporation, unless (i) after the consummation of such transaction, the ML Related Parties and the ML RV Group will continue to be entitled to the number of votes necessary such that each of the ML Related Parties, in the aggregate, and the ML RV Group cast forty seven percent (47%) and five percent (5%), respectively, of the total votes eligible to be cast by all stockholders of the Corporation on all matters presented to a vote of the stockholder of the Corporation generally or (ii) in the event that at the time of the approval of such transaction the ML Related Parties and the ML RV Group are no longer entitled to the number of votes necessary such that each of the ML Related Parties, in the aggregate, and the ML RV Group cast forty seven percent (47%) and five percent (5%), respectively, of the total votes eligible to be cast by all stockholders of the Corporation on all matters presented to a vote of the stockholder of the Corporation generally, holders of shares of Class A Common Stock, Class B Common Stock or any other equity securities issued by the Corporation, immediately before such transaction continue to own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of the Corporation immediately before such transaction.
Qualified Transaction means the sale of Qualified Capital Stock of the Company by the Company, of a Restricted Subsidiary by such Restricted Subsidiary (with the result that it becomes a Permitted Joint Venture), or of an interest in a Permitted Joint Venture by such Permitted Joint Venture, to any Person for cash.