Qualified Private Offering definition

Qualified Private Offering means a private equity offering resulting in gross proceeds to the Corporation of at least $30 million, in which the securities issued contain anti-dilution provisions no more favorable to the investor than the anti-dilution provisions of the Series A Convertible Preferred Stock which take effect following the consummation of a Qualified Private Offering.
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Qualified Private Offering means a Sale of the Company that implies a valuation of the Ordinary Shares Deemed Outstanding (excluding shares issuable upon exercise of the Series C Warrants) which equals or exceeds $9.90 per share (such price to be equitably adjusted in the event of any share dividend, share split, combination, recapitalization or other similar event); provided that the consideration paid in connection therewith consists of one or a combination of the following: (i) cash; and (ii) securities of the acquiring corporation which may be immediately sold to the public pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom which permits sales without limitation as to volume or the manner of sale on a nationally recognized exchange in the United States or the Nasdaq National Market. In the event that the consideration is paid in whole or part in securities pursuant to (ii), the value of such securities upon the closing of such Sale of the Company shall be the Current Market Price.
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Qualified Private Offering means a private offering of equity securities of JAMtv which shall be consummated where the aggregate net proceeds to JAMtv from the offering of such securities are at least $15,000,000.
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Examples of Qualified Private Offering in a sentence

  • In the event that prior to the consummation of or in connection with a Qualified Private Offering, the Corporation shall issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, for a consideration per Additional Share of Common Stock less than the applicable Conversion Price, then the applicable Conversion Price shall be reduced to the consideration per Additional Share of Common Stock paid for such Additional Shares of Common Stock.

  • If the Company completes a private offering of its equity securities in which (i) the Company receives gross proceeds of no less than three million ($3,000,000) dollars from the sale of such equity securities, and (ii) the effective purchase price of the Common Stock sold (the conversion price and/or exercise price if Common Stock is not sold directly) in the Qualified Private Offering is $1.50 (subject to stock splits or other events) or more per share of Common stock (a "QUALIFIED PRIVATE OFFERING").

  • The Project development objectives are to: (a) increase the electricity supply and the reliability and cost-effectiveness of electricity services; and (b) enhance the performance of key energy sector institutions.Revised Project Development Objectives (as approved by original approving authority):The project development objectives were not revised during the life of the project.

  • The term "Qualified Private Offering" shall mean a private offering of the Corporation's securities raising gross proceeds of at least $20,000,000 where the pre-money valuation is at least 2.5 times the post-private placement valuation of the Corporation and where the offering price per share is at least 2.5 times the then Conversion Price.

  • Each Preferred Share shall automatically be converted into fully paid Ordinary Shares of the Company on the basis set forth in Article 7(5)(a) immediately upon the consummation of (i) a Qualified IPO or (ii) a Qualified Private Offering.

  • The transaction contemplated by this Agreement shall constitute a Qualified Private Offering in accordance with the terms of the Current Certificate and the Second Amended and Restated Stockholders' Agreement.

  • No Seller shall take any action necessary or required to render or cause the transactions contemplated in this Agreement to fail to constitute a Qualified Private Offering in accordance with the terms of the Current Certificate and the Second Amended and Restated Stockholders' Agreement.

  • At the time of conversion of any Series B Preferred Shares upon a Qualified IPO pursuant to Article 7(5)(g) or in the event of a Qualified Private Offering, the Series B Cumulative Annual Dividend Amount shall not be payable by the Company and shall be deemed forfeited as of the effective date of such event.

  • This Warrant and all rights hereunder shall -------------------------- expire automatically if the Holder (as defined in the Note) fails to exercise its Optional Conversion Right within thirty (30) days of the later of (a) date a registration statement registering the Underlying Shares (as defined in the Note) is declared effective with the Securities and Exchange Commission; and (b) the date the Company has consummated a Qualified Private Offering (as defined in the Note).

  • Each outstanding share of Preferred Stock shall automatically be converted, without any further act of the Corporation or its stockholders, into fully paid and nonassessable shares of Common Stock at the Conversion Price then in effect upon the closing of (i) a Qualified Public Offering or (ii) a Qualified Private Offering.


More Definitions of Qualified Private Offering

Qualified Private Offering means a private offering of the Company’s securities resulting in gross proceeds to the Company of at least $3 million after March 31, 2016 and prior to or on April 14, 2016. This Note is solely convertible during a Conversion Period.”
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Qualified Private Offering means the closing of a sale of securities of the Corporation that is not registered under the Securities Act meeting the following
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Qualified Private Offering means a Sale of the Company that implies a valuation of the Ordinary Shares Deemed Outstanding (excluding shares issuable upon exercise of the Series C Warrants) which equals or exceeds $9.90 per share (such price to be equitably adjusted in the event of any stock dividend, stock split, combination, reorganization or other similar event); provided that the consideration paid in connection therewith consists of one or a combination of the following: (i) cash; and (ii) securities of the acquiring corporation which may be immediately sold to the public pursuant to an effective registration statement under the Securities Act or pursuant to an exemption therefrom which permits sales without limitation as to volume or the manner of sale on a nationally recognized exchange in the United States or the Nasdaq National Market. In the event that the consideration is paid in whole or part in securities pursuant to (ii), the value of such securities upon the closing of such Sale of the Company shall be the Current Market Price.
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Qualified Private Offering means the closing of a private placement of shares of Common Stock with minimum proceeds of $50,000,000 by December 31, 2011.
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Qualified Private Offering means a private offering of the Company's securities raising gross proceeds of at least $20,000,000 where the pre-money valuation is at least 2.5 times the post-Private Placement valuation of the Company and where the offering price per share is at least 2.5 times the then Preferred Share conversion price.
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Related to Qualified Private Offering

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • 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.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Initial Offering Period means the period commencing with the initial effective date of the Prospectus and terminating no later than the ninetieth (90th) day following such date unless extended for up to an additional 90 days at the sole discretion of the General Partner.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

  • Offering Date means a date selected by the Board for an Offering to commence.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Qualified Offering means an offering of equity or debt securities for gross proceeds to the Company of not less than $5.0 million.