Qualified Valuation definition

Qualified Valuation means a post-offering market capitalization of the Company that is at least: (a) US$5.5 billion if an initial public offering and listing or back door listing (including via SPAC) or other similar transactions to achieve the listing of the shares of the Company is consummated on or before the third (3rd) anniversary of the Closing Date; (b) US$6.5 billion if an initial public offering and listing or back door listing (including via SPAC) or other similar transactions to achieve the listing of the shares of the Company is consummated during any time between the date after the third (3rd) anniversary of the Closing Date and the fourth (4th) anniversary of the Closing Date (inclusive); (c) US$10 billion if an initial public offering and listing or back door listing (including via SPAC) or other similar transactions to achieve the listing of the shares of the Company is consummated during any time between the date after the fourth (4th) anniversary of the Closing Date and the fifth (5th) anniversary of the Closing Date (inclusive).
Sample 1Sample 2Sample 3
Qualified Valuation means if the Corporation, after the date hereof, exceeds the valuation of not less than CAD$1,000,000,000 as determined by market cap or one or more financings or transactions.
Sample 1

Examples of Qualified Valuation in a sentence

  • For purposes of this Section 4.2, a "Qualified Valuation Expert" shall mean (i) an investment banking firm of recognized regional or national standing such as, by way of example, Mehta & Isaly, Cruttendon, Kemper Securities, Needham & Company, Wedbush Securities or Sutro or (ii) a nationally recognized valuation firm such as, by way of example, Houlihan Lokey.

  • The Borrower also agrees to pay any costs and expenses incurred by a Qualified Valuation Firm selected to prepare a valuation report in connection with any Independent Valuation Process conducted pursuant to this Agreement.

  • Such Qualified Valuation Expert shall be directed to prepare and deliver to the Company and each eligible Participant a report setting forth the value of the Company in accordance with this Section 4.2 as soon as practicable but not less than thirty (30) days following the Valuation Determination Date.

  • Such report shall be prepared pursuant to this Section 4.2 in accordance with the Qualified Valuation Expert's normal valuation procedures applicable to companies in similar industries and stages of development as the Company and shall be final and binding on the Company (and any successor) and each Participant.

  • Nothing in this section shall be construed as requir- ing a State to establish such a cooperative.

  • Whether or not the any of the Contemplated Transactions is consummated, each Party will pay its own fees and expenses incident to the negotiation, preparation and execution of this Option Agreement, including all legal, accounting and advisory fees, and any fees and expenses of a Qualified Valuation Expert (collectively, “Transaction Expenses”), except as may be set forth in the Preferred Stock Purchase Agreement.

  • The process for these updates would be generally be similar to that of the annual update described herein.TI-TRUST.COM Selecting A Qualified Valuation Advisor ESOP trustees are expected to act in the best interests of the ESOP participants and the plan beneficiaries.

  • The Collateral Manager shall not direct the Trustee to sell an Asset (other than Equity Securities) to an Affiliate of the Issuer for a price that is less than the Applicable Qualified Valuation.

  • Subject to Applicable Law, if the Qualified Valuation Event occurs before March 31, 2023 and the Series E Subsequent Financing Round is consummated within 4 (Four) months of the date of such Qualified Valuation Event, then the Adjusted Pre-Series E Conversion Price will be calculated by assuming that a 15% (fifteen percent) discount is applied to the pre money valuation of the Series E Subsequent Financing Round, to arrive at the post-money valuation of the Pre- Series E CCPS.

  • The Liquidation Event occurs before the earlier of: (x) the Qualified Valuation Event; or (y) the consummation of the Series E Subsequent Financing Round pursuant to the Qualified Valuation Event; then the Adjusted Pre-Series E Conversion Price will be equivalent to the fair market value of the Pre-Series E CCPS as of the date of issuance of the Pre-Series E CCPS or such price as may be mutually agreed among the Company and all holders of Pre-Series E CCPS.

Related to Qualified Valuation

  • Approved Valuation Firm means, with respect to any Collateral Obligation, any valuation firm either (a) specified on the related Asset Approval Request and approved on the related Approval Notice or Reinvestment Request or (b) otherwise approved in writing by the Administrative Agent in its reasonable discretion.

  • Assessed Valuation means the valuation derived by applying the

  • Independent Valuation has the meaning set forth in Section 1.68(d).

  • ST Valuation Date means the Redemption Valuation Date.

  • Initial Valuation means, when used with reference to specified Collateral, the Valuation initially performed for the Collateral as of the date on which the Collateral was added to the Collateral Pool. The Initial Valuation for each of the Initial Mortgaged Properties is as set forth in Exhibit A to the Agreement.

  • Appraised Value The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

  • Final Valuation Date means the Final Valuation Date as specified in § 1 of the Product and Underlying Data. If the Final Valuation Date is not a Calculation Date the immediately following Banking Day which is a Calculation Date shall be the Final Valuation Date.

  • SPS Valuation Date means the SPS FR Barrier Valuation Date or the Strike Date, as applicable.

  • Exercise Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Exercise Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non-waivable by either the Issuer or the Holder.

  • FX Valuation Date means the FX Calculation Date immediately following the respective Valuation Date.

  • Total Asset Value means as of any date of determination the sum (without duplication) of all of the following of the Borrower, the REIT Guarantor and their Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis: (a) cash and Cash Equivalents, plus (b) with respect to each Property (other than Development Properties, the Market Square Property and Properties with a negative Net Operating Income) owned for four (4) consecutive fiscal quarters by the Borrower, the REIT Guarantor or any of their respective Subsidiaries, the quotient of (i) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (ii) the applicable Capitalization Rate, plus (c) with respect to each Property acquired during the most recent four (4) fiscal quarters of the Borrower, the greater of (i) the quotient of (A) Net Operating Income less Capital Reserves attributable to such Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the applicable Capitalization Rate, and (ii) the undepreciated GAAP book value (after taking into account any impairments) of such Property, plus (d) with respect to the Market Square Property, the greater of (1) the quotient of (A) Net Operating Income less Capital Reserves attributable to the Market Square Property (without regard to its occupancy) for the prior fiscal quarter of the Borrower most recently ended times four (4), divided by (B) the Capitalization Rate for CBD or Urban Infill Properties, and (2) the undepreciated GAAP book value (after taking into account any impairments) of the Market Square Property, plus (e) the undepreciated GAAP book value (after taking into account any impairments) for Construction-In-Process for Development Properties, plus (f) the undepreciated GAAP book value (after taking into account any impairments) of Unimproved Land. The Borrower’s pro rata share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a)) will be included in Total Asset Value calculations consistent with the above described treatment for wholly owned assets. For purposes of determining Total Asset Value, Net Operating Income from Properties acquired or disposed of by the Borrower, any Subsidiary of the Borrower or any Unconsolidated Affiliate during the immediately preceding four (4) fiscal quarters of the Borrower shall be excluded from clause (b) above. For purposes of determining Total Asset Value, Total Asset Value attributable to the following investments in excess of the limitations set forth below shall be excluded from Total Asset Value: