Qualified Form 10 Transaction

Qualified Form 10 Transaction. Means a transaction, approved by the Requisite Investors, contemplating a private placement financing in which the Company sells Common Stock for aggregate gross proceeds (excluding expenses and fees) of $25 million at a price of at least $2.00 per share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting the number of such shares issued and outstanding), in connection with which the Company is contractually required... to (i) consummate, within 180 days of such private placement financing, a reverse merger transaction with a "blank check company" as defined in Rule 419 promulgated under the Securities Act that has filed a Form 10 Registration Statement and is registered under the Securities Exchange Act of 1934, as amended (a "34 Act Company"), or (ii) file a Form 10 Registration Statement with a purpose of becoming a 34 Act Company. View More