Qualifying Financing Transaction definition

Qualifying Financing Transaction means the issuance and sale of Common Stock or other classes or series of authorized capital stock of the Company (excluding, however, any securities of the Company, other than capital stock, that are convertible into or exchangeable or exercisable for capital stock of the Company, such as warrants, options, or convertible debt) in a public offering or private placement for an aggregate amount equal to or greater than Five Hundred Thousand Dollars ($500,000) to any investors or financing source; provided, however, that a Qualifying Financing Transaction does not include a transaction in which more than forty percent (40%) of the total amount of capital stock issued and sold is acquired by Company Associates. As used herein, “Company Associates” shall include as of the date hereof the following persons or entities, including any affiliates of such person or entities: the current shareholders of the Company (including the holders of Common Stock, preferred stock, or other capital stock of the Company), current debtholders of the Company, and current holders of convertible securities or holders of any right to purchase or acquire any capital stock of the Company. It is the intent and expectation of the Company and the Warrantholder that the investors or financing sources who are purchasing capital stock in a Qualifying Financing Transaction and who are not Company Associates will play a significant role in establishing company valuation at the time of such transaction. PURCHASE WARRANT Execution Copy
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Qualifying Financing Transaction means an offering of the Company’s Common Stock or Common Stock Equivalents for no less than $8,000,000 and based on a market capitalization value of the Company of no less than $24,000,000, on a pre-offering basis.
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Qualifying Financing Transaction means a Financing Transaction as a result of which NVC receives gross cash proceeds, equal to or greater than $10,000,000.
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Examples of Qualifying Financing Transaction in a sentence

  • Upon the completion of the Qualifying Financing Transaction and the listing of the Common Stock on a Subsequent Market, this Debenture shall automatically convert into shares of Common Stock at the Conversion Price equal the quotient obtained by dividing (x) the principal amount of this Debenture by (y) the Conversion Price.

  • With respect to Next Financing Shares, the lesser of (i) the average price per share of Next Financing Shares, if any, that are sold to Company Associates and/or Company Affiliates in the First Qualifying Financing Transaction and (ii) the average price per share of Next Financing Shares that are sold to investors other than Company Associates and/or Company Affiliates m the First Qualifying Financing Transaction .

  • The issuance of Next Financing Shares upon exercise of the purchase rights under this Right to Purchase shall be upon and subject to the same terms and conditions (other than price or timing) applicable to the First Qualifying Financing Transaction and, subject to Section 3.

  • Borrower shall not have the right to prepay all or any portion of the Indebtedness prior to the Maturity Date; provided that if the Borrower consummates a Qualifying Financing Transaction prior to the Maturity Date, the Borrower shall use the proceeds of such Qualifying Financing Transaction to prepay the Indebtedness without prepayment fee or penalty.

  • With respect to Next Financing Shares, the lesser of (i) the average price per share of Next Financing Shares, if any, that are sold to Company Associates and/or Company Affiliates in the First Qualifying Financing Transaction and (ii) the average price per share of Next Financing Shares that are sold to investors other than Company Associates and/or Company Affiliates in the First Qualifying Financing Transaction.

  • The Borrower may not prepay the Indebtedness prior to the Maturity Date; provided that if the Borrower consummates a Qualifying Financing Transaction prior to the Maturity Date, the Borrower shall use the proceeds of such Qualifying Financing Transaction to prepay the Indebtedness without prepayment fee or penalty.

  • Students are required to successfully complete at least 30 credit hours by the end of the student’s second academic year in order to receive full (non-prorated) State funding in the subsequent year.

  • The CO granted a total of $807.42 to cover damages that he considered exceeded normal wear and tear as per the agreement.


More Definitions of Qualifying Financing Transaction

Qualifying Financing Transaction means (without duplication) any of the following: (i) any public or private debt or equity financing transaction entered into with any person (including Affiliates of Liberty Digital) providing cash proceeds to Liberty Digital; (ii) any bank, institutional or other debt financing (including use of available capacity under existing lines of credit); or (iii) sales of assets (other than capital stock of Liberty Digital which is subject to clause (i) above) for cash (other than sales of assets of DMX in the ordinary course of business) or monetization transactions relating to such assets, including the issuance of derivative and similar securities. The term "Net Cash Proceeds" shall mean the net cash proceeds to Liberty Digital obtained from all Qualifying Financing Transactions consummated subsequent to the date hereof; provided, however, that (x) the first $100 million -------- ------- of net proceeds from Qualifying Financing Transactions referred to in clause (iii) of the definition thereof and (y) the proceeds of any Qualifying Financing Transactions which are used to repay or refinance, in whole or in part, existing indebtedness, shall be excluded from the determination of Net Cash Proceeds. Additional Capital At the Closing, SPE and Liberty Digital will each Obligations: commit to provide up to $37.5 million in cash to GSN as additional capital contributions. Such amount will constitute a mandatory capital contribution by each of SPE and Liberty Digital, and shall be provided at such times and in such amounts as will be reflected in an annual budget and business plan for GSN to be agreed to by SPE and Liberty Digital prior to the Closing. Of the aggregate $75 million in additional capital contributions committed to by SPE and Liberty Digital, SPE shall be obligated to provide the first $25 million; the next $25 million will be provided in equal proportions (and at the same times) by SPE and Liberty Digital; and the remaining $25 million will be provided by Liberty Digital. The $25 million to be provided initially by SPE shall be deemed to constitute subordinated debt of GSN and the principal amount thereof shall be converted into capital contributions on a dollar for dollar basis as and when Liberty Digital provides the remaining $25 million of its capital contribution obligation. The terms of such subordinated debt will be as mutually agreed by SPE and Liberty Digital. The payment of such amounts by each of SPE and Liberty Digital will not effect any ...
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Qualifying Financing Transaction means a Financing Transaction as a result of which the Company receives net cash proceeds, after deducting all reasonable and customary transaction expenses, equal to or greater than $15,000,000.
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Related to Qualifying Financing Transaction

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Repricing Transaction means (i) the incurrence by the Borrower of any Indebtedness in the form of a similar term loan that is broadly marketed or syndicated to banks and other institutional investors (a) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for the Initial Term Loans of the respective equivalent Type, but excluding Indebtedness incurred in connection with a Qualifying IPO, Change of Control or Transformative Acquisition, and (b) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Initial Term Loans or (ii) any effective reduction in the Effective Yield for the Initial Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with a Qualifying IPO, Change of Control or Transformative Acquisition. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive and binding on all Lenders holding the Initial Term Loans.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Public-finance transaction means a secured transaction in connection with which:

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such Common Stock or such other securities); provided that such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, and (d) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Package Transaction means a transaction involving two or more instruments:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.