Qualifying IPO definition

Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests 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 filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

Qualifying IPO means any transaction or series of transactions that results in any of the common Equity Interests of the Borrower or any direct or indirect parent company of the Borrower being publicly traded on any United States national securities exchange or over-the-counter market or any analogous exchange or any recognized securities exchange in Canada, the United Kingdom or any country of the European Union.

Qualifying IPO means a firm commitment underwritten initial public offering of shares of Common Stock pursuant to an effective registration statement under the Securities Act, as then in effect (or any comparable statement under any similar federal statute then in force or effect), which raises gross proceeds to the Company of at least $50.0 million and that implies a market capitalization for the Company of at least $250 million.

Examples of Qualifying IPO in a sentence

• In addition to the foregoing, to the extent the Holder exercises this Warrant into DSW Stock within 180 days of a Qualifying IPO, such Holder agrees not to transfer such Warrant Shares until the date that is 181 days after the closing date of such Qualifying IPO.

• The covenants set forth in this Section 2 shall terminate as to all Holders and Major Holders and be of no further force and effect (i) upon the consummation of a Qualifying IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, whichever event shall first occur.

• At any time and from time to time on or after twelve months after a Qualifying IPO in the United States, the holders of Transaction Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”).

• Concurrently with the consummation of a Qualifying IPO, the terms and provisions of the Credit Agreement are hereby amended by replacing such terms and provisions in their entirety with the terms and provisions set forth in the Credit Agreement attached hereto as Exhibit A (the “Amended Credit Agreement”).

• The right of first refusal granted under this Section 3 shall expire upon the first to occur of (i) consummation of a Qualifying IPO, (ii) the sale, assignment or other transfer of the Registrable Securities or the Series E Stock, or (iii) the conversion of the Series E Stock into Common Stock.

More Definitions of Qualifying IPO

Qualifying IPO means the sale in an underwritten initial public offering registered under the Securities Act of shares of common equity securities of the Company.

Qualifying IPO means the issuance by the Parent or any direct or indirect parent of the Parent of its Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) after the Restatement Effective Date pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such issuance results in Net Cash Proceeds received by the Parent of at least $75,000,000.

Qualifying IPO means an IPO in which the Borrower or Holdings, as applicable, raises at least $200,000,000 of gross primary proceeds and the total gross proceeds including secondary sales are at least $500,000,000.

Qualifying IPO means a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sales of shares of Common Stock for the account of the Company in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are not less than $50,000,000.

Qualifying IPO means an initial public offering of the Capital Stock of InfraREIT pursuant to a registration statement filed with the SEC.

Qualifying IPO means the issuance by HoldCo or any other direct or indirect parent of HoldCo of its common stock 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 filed with the Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering).

Qualifying IPO means an initial public offering of DSW (a) in which the sale price of the Class A Shares sold in the initial public offering shall reflect the fair market value of such shares at the time of the initial public offering as determined by the Company’s Board of Directors; (b) from which the net proceeds are sufficient to repay in full all obligations outstanding under the Financing Agreement and $25,000,000 of the principal amount under the Convertible Facility; and (c) which is consummated on or prior to December 31, 2005.