Triggering IPO definition

Triggering IPO means an underwritten public offering of Common Shares pursuant to an effective registration statement under the Securities Act of 1933 (as amended), other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, in which the Initial Investors are secondary sellers and after which each of the Initial Investors will have divested 15% or more of each of their relative portions of the Initial Investors Cumulative Interest.
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Triggering IPO means an underwritten public offering of Shares pursuant to an effective registration statement under the Securities Act of 1933 (as amended), other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, in which the Atairos Investors are secondary sellers and after which the Atairos Investors will have divested 15% or more of the Atairos Cumulative Interest.
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Triggering IPO means the closing of the sale of shares of Common Stock to the public at a price of at least three (3) times the Series E Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds to the Corporation and a per share price of at least $3.60.
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Examples of Triggering IPO in a sentence

  • In connection with a Triggering IPO, such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time relating to such Triggering IPO.

  • All determinations and measurements required to compute the Atairos Cumulative Interest or the Initial Investors Cumulative Interest or Aggregate Equity Return or other amounts under this Award Agreement, and to determine whether any transaction constitutes a Sale of the Company or Triggering IPO, shall be made by the Board in its reasonable good faith judgment and shall be final and binding on all parties for all purposes under this Award Agreement.

  • Any Tranche 1 Options that do not become exercisable in connection with a Sale of the Company or Triggering IPO will be canceled and forfeited without consideration.

  • Upon consummation of a Triggering IPO, the Common Shares shall, at the time of the Closing, be listed on the NASDAQ Stock Market (“Nasdaq”).

  • Notwithstanding the foregoing, any unvested Tranche 2 Options will become fully vested upon a Sale of the Company (as defined below) or Triggering IPO (as defined below), subject to the Participant’s continued service with the Company or its Subsidiaries as of the date of the Sale of the Company or Triggering IPO.

  • All determinations and measurements required to compute the Atairos Cumulative Interest or the Initial Investors Cumulative Interest or other amounts under this Award Agreement, and to determine whether any transaction constitutes a Sale of the Company or Triggering IPO, shall be made by the Board in its reasonable good faith judgment and shall be final and binding on all parties for all purposes under this Award Agreement.

  • This Warrant (and the right to purchase securities upon ----------- exercise hereof) shall terminate upon the earliest to occur of the following (the "Expiration Date"): (a) the seventh anniversary of the date of this Warrant --------------- or (c) two years after the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act ("Triggering IPO").

  • Notwithstanding the foregoing, any unvested Tranche 1 Options will become fully vested upon a Sale of the Company (as defined below) or Triggering IPO (as defined below), subject to the Participant’s continued service with the Company or its Subsidiaries as of the date of the Sale of the Company or Triggering IPO.

  • Any Tranche 2 Options that do not become exercisable in connection with a Sale of the Company or Triggering IPO will be canceled and forfeited without consideration.

  • Subject to the terms and conditions of this Award Agreement, the Option will become fully vested and exercisable as of the date of a Sale of the Company (as defined below) or Triggering IPO (as defined below), subject to the Participant’s continued service with the Company or its Subsidiaries as of the date of the Sale of the Company or Triggering IPO.

Related to Triggering IPO

  • 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).

  • 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.

  • Qualified 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 U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

  • Excluded Issuances means any issuance or sale (or deemed issuance or sale in accordance with Section 4(c)) by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s Amended and Restated 2018 Stock Incentive Plan (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date), so long as the exercise price in respect of any Options is not less than the Fair Market Value of the Common Stock as of the date such Option is issued.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Acquisition Notice has the meaning set forth in Section 2.6(a).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Acquisition Period means the period beginning, at the election of the Company, with the funding date of the purchase price for a Specified Acquisition and ending on the earliest of (a) the third following fiscal quarter end, (b) the Company’s receipt of proceeds of a Specified Equity Offering; and (c) the Company’s election in writing to terminate such Acquisition Period.