Qualifying Issuance definition

Qualifying Issuance means an issuance and sale for cash by Holdings, on or prior to the Equity Prepay Expiration Date, of common Equity Interests of Holdings that are Qualified Equity Interests.
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Qualifying Issuance has the meaning set forth in Section 3.05(a).
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Qualifying Issuance means an issuance and sale by the Company of any shares of Common Stock (or securities convertible into, or exercisable or exchangeable for Common Stock) in a primary offering (whether public or private) at an Effective Price per share of Common Stock (on the gross basis) that is less than the amount equal to (x) then-applicable Conversion Price divided by (y) 115%, expressly excluding:
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Examples of Qualifying Issuance in a sentence

  • The Investor must exercise the Additional Financing Right within twenty (20) Business Days after receipt of any notice of intention to initiate a Qualifying Issuance from the Company.

  • One day you and I will sit down at the wedding feast of the Lamb.

  • The Company shall use its best efforts to have such Qualifying Issuance Warrant Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is seventy-five (75) days after the 60370972 issuance of such Repurchase Warrant (each, a “Qualifying Issuance Warrant Effectiveness Deadline”).

  • If the Qualifying Issuance under this Section 5.1 shall have been a Qualifying Private Placement and, the Company has a Qualifying IPO within four months after the Activation Date, the Series E Conversion Price shall be adjusted to the purchase price per share in the Qualifying IPO plus a premium of 30%.

  • For all trips and travel, the most economically feasible mode of transportation shall be taken.

  • Promptly upon consummating a Qualifying Issuance, the Borrower shall cause the Distribution Notes to be paid and satisfied in full.

  • Each Qualifying Issuance Warrant Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to 125% of the number of Qualifying Issuance Warrant Shares issuable upon the exercise of such Qualifying Issuance Warrant as of the second Trading Day immediately proceeding the date the Repurchase Warrant Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e).

  • The Company shall deliver a notice (each, an “Issuance Notice”) to the Members, which Issuance Notice shall set forth all relevant information with respect to the Qualifying Issuance, including the purchase price, the precise Additional Units or Additional Securities that are the subject of the Qualifying Issuance and any other terms and conditions of the Qualifying Issuance.

  • The Company shall prepare, and, as soon as practicable but in no event later than ten (10) days after the issuance of each Qualifying Issuance Warrant (each, a “Qualifying Issuance Warrant Filing Deadline”), file with the SEC a Registration Statement on Form S-3, covering the resale of all of the Qualifying Issuance Warrant Registrable Securities.

  • These global negotiations led to the ‘Proposed Basis of Settlement’ that was initially endorsed by all of the parties but subsequently rejected by four of the five NFA First Nations.


More Definitions of Qualifying Issuance

Qualifying Issuance means the issuance by the Company of Shares, Convertible Securities or Options, or any combination thereof (other than the issuances set forth in the Securities Purchase Agreement (as the same may be amended, restated, modified or supplemented and in effect from time to time, the “May 2005 Agreement”), dated as of May 31, 2005, by and among the Company and the investors set forth therein (the “May 2005 Investors”)), (A) which is consummated after May 31, 2005 and prior to January 1, 2006, (B) which is for gross proceeds, which, when added to the gross proceeds from all prior or concurrent Qualifying Issuances, does not exceed $20,000,000 in the aggregate, (C) which includes the issuance, or deemed issuance of Shares (each as determined through the application of subsections (A), (B), (C), (D), (E) and (F) of Section 2(f)(i)), at a net price per share of not less than $1.55 (subject to adjustment for stock splits, stock dividends, stock combination and other similar transactions after May 31, 2005), (D) which does not include securities which have or may have a Variable Price (as defined in Section 2(f)(iii)), provided that, for purposes of this definition of “Qualifying Issuance,” a Variable Price shall not include customary anti-dilution provisions no more favorable to the holders of such securities than those contained in this Section 2(f)(i), (E) the proceeds of which are used by the Company solely for the drilling and production of the Company’s and its Subsidiaries’ hydrocarbon properties in which the May 2005 Investors were granted overriding royalty interests pursuant to the Conveyances of Overriding Royalty Interests (the “Conveyances of Overriding Royalty Interest”), dated as of May 31, 2005, from the Company and its Subsidiaries to the May 2005 Investors, (F) at a time at which the Conveyances of Overriding Royalty Interest are in full force and effect, and the Company and its Subsidiaries are in compliance with, and have not breached, the Conveyances of Overriding Royalty Interest, and (G) subsequent to which the Company fully complies with its obligations under Section 4(f) of the May 2005 Agreement.
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Qualifying Issuance means the issuance by the Company of shares of Common Stock, Convertible Securities or Options, or any combination thereof, (A) which is consummated prior to January 1, 2006, (B) which is for gross proceeds, which, when added to the gross proceeds from all prior or concurrent Qualifying Issuances (including Qualifying Issuances consummated on or prior to the Warrant Date), does not exceed $20,000,000 in the aggregate, (C) which includes the issuance, or deemed issuance, of Shares (each as determined through the application of subsections (A), (B), (C), (D), (E) and (F) of Section 2(f)(i) of the Notes) at a net price per share of not less than $1.55 (subject to adjustment for stock splits, stock dividends, stock combination and other similar transactions after the date of the Securities Purchase Agreement), (D) which does not include securities which have or may have a Variable Price (as defined in Section 2(f)(iii) of the Notes), provided that, for purposes of this definition of “Qualifying Issuance,” a Variable Price shall not include customary anti-dilution provisions no more favorable to the holders of such securities than those contained in Section 2(f)(i) of the Notes), (E) the proceeds of which are used by the Company solely for the drilling and production of the Company’s and its Subsidiaries’ hydrocarbon properties in which the original holders of the Notes were granted overriding royalty interests pursuant to the Conveyances of Overriding Royalty Interests (as defined in the Securities Purchase Agreement) (F) at a time at which the Conveyances of Overriding Royalty Interests are in full force and effect, and the Company and its Subsidiaries are in compliance with, and have not breached, the Conveyances of Overriding Royalty Interests and (G) subsequent to which the Company fully complies with its obligations under Section 4(f) of the Securities Purchase Agreement.
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Qualifying Issuance has the meaning set forth in Section 6.5.
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Qualifying Issuance means a Qualifying IPO or a Qualifying Private Placement, as the case may be.
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Qualifying Issuance means the issuance by the Borrower, prior to the ------------------- Term B Maturity Date, of New Subordinated Debt in the aggregate principal amount of at least $150,000,000.
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Qualifying Issuance means the issuance by the Borrower subsequent to the Closing Date of Subordinated Debt or equity securities the proceeds from which (net of customary closing and underwriting costs) equal or exceed $10,000,000.
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Related to Qualifying Issuance

  • qualifying issuer means a reporting issuer in a jurisdiction of Canada that

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • 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.

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and the Concurrent Offering, warrants to the Placement Agent in connection with the transactions pursuant to this Agreement and any securities upon exercise of warrants to the Placement Agent and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.13(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (d) shares of Common Stock issued pursuant to a forward purchase agreement consummated prior to the Merger Closing provided that the terms and conditions of such agreement are satisfactory to Cohanzick.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • Resulting Issuer Shares means the common shares in the capital of the Resulting Issuer;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Qualifying Debt means amount due, which includes interest or any other sum due in respect of the amounts owed under any contract, by the debtor for a liquidated sum either immediately or at certain future time and does not include—

  • Qualifying Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • 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 holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Outstanding Issue means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Resulting Issuer means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Qualified IPO means an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-4 or Form S-8) of the Equity Interests of any Parent Entity which generates cash proceeds of at least $100.0 million.

  • Qualifying Capital Securities means securities (other than Common Stock, Rights to acquire Common Stock or securities exchangeable for or convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors (or a duly authorized committee thereof) reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Exempt Issuances has the meaning set forth in Section 6.

  • Excluded Issuance means:

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Qualifying week means the 15th week before the expected week of childbirth.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Qualifying Securities means securities issued by the Issuer that:

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall: