Common use of Approved IPO Clause in Contracts

Approved IPO. (a) Each of the Major Stockholders and the Company agrees that at any time two (2) or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, desire to pursue the Approved IPO and provide the Company and each other Major Stockholder written notice of such desire delivered in accordance with Section 6.10 (the date such notice shall have been delivered, the “Approved IPO Notice Date”), the other Stockholders shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Approved IPO; provided, however, that if such Approved IPO, following the exercise of commercially reasonable efforts by the Company, shall not have been consummated prior to the date that is six (6) months following the Approved IPO Notice Date, the pursuit of the Approved IPO shall be abandoned at the election of at least one Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishing to pursue the Drag-Along Transaction or the Sale in accordance with Section 5.1 upon the delivery by such Major Stockholder(s) of notice of such election in accordance with Section 6.10 to the other Major Stockholders and the Company.

Appears in 3 contracts

Samples: Stockholders’ Agreement (Samsonite Corp/Fl), Stockholders’ Agreement (Acof Management Lp), Stockholders’ Agreement (Ontario Teachers Pension Plan Board)

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Approved IPO. (a) Each of the Major Stockholders and the Company agrees that at any time two (2) or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, desire to pursue the Approved IPO and provide the Company and each other Major Stockholder written notice of such desire delivered in accordance with Section SECTION 6.10 (the date such notice shall have been delivered, the “Approved "APPROVED IPO Notice Date”NOTICE DATE"), the other Stockholders shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Approved IPO; providedPROVIDED, howeverHOWEVER, that if such Approved IPO, following the exercise of commercially reasonable efforts by the Company, shall not have been consummated prior to the date that is six (6) months following the Approved IPO Notice Date, the pursuit of the Approved IPO shall be abandoned at the election of at least one Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishing to pursue the Drag-Along Transaction or the Sale in accordance with Section SECTION 5.1 upon the delivery by such Major Stockholder(s) of notice of such election in accordance with Section SECTION 6.10 to the other Major Stockholders and the Company.

Appears in 1 contract

Samples: Stockholders Agreement (Samsonite Corp/Fl)

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