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Company IPO Sample Clauses

Company IPO. Notwithstanding anything to the contrary herein, the parties hereto agree that in the event that any Shareholder shall be permitted to sell any Shares at the Company’s IPO, such Shareholder, the Company and the Note Holders that then qualifies as a Major Investor (as defined in the Investors’ Rights Agreement) shall discuss and agree, with the consultation of the applicable underwriter(s) of the IPO, the allocation of the Shares and/or Conversion Shares to be sold by the Shareholder and the Note Holders in the IPO. For the avoidance of doubt, if the only Shares offered for sale at the IPO are for the account of the Company and no Shareholder may sell any Shares at the IPO, then the Company shall not be obligated to allocate any portion of such Shares to any Shareholder or Note Holder solely by reason of this Section 3.3.
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Company IPO. The Original Stockholders hereby agree not to effect any transfer of Registrable Securities during the lock-up periods set forth in (i) the Underwriting Agreement dated _________, 2008 entered into in connection with the Company’s IPO or (ii) any separate “lock-up” agreement executed in connection with the IPO, in each case only as such is applicable to each Original Stockholder, respectively.
Sample 1
Company IPO. (a) On the fifth (5th) anniversary of the date of this Agreement, upon the written request of the Aspen Member (the date of such notice, the “IPO Request Date”), the Voting Members will discuss in good faith whether a potential IPO of Equity Securities in the Company or any Subsidiary of the Company or any successor thereof that owns or controls substantially all of the assets of the Company (a “Company IPO”) would be appropriate. Such discussion will include, among other factors the Voting Members may deem appropriate, whether (1) such Company IPO would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other business combination transaction of the Company (subject to any applicable approval for such transactions under Section 8.4), (2) such Company IPO would adversely affect the Company or its Subsidiaries in any material respect, (3) there is a reasonably likelihood that a higher valuation for the Company and its Subsidiaries would be achieved if the Company IPO were postponed for a reasonable period of time or (4) such Company IPO would adversely affect the Voting Members or their respective tax planning or estate planning, as applicable (collectively, the “IPO Considerations”). The right to initiate the discussion contemplated hereby and the related right to provide an IPO Request Notice may only be exercised once. (b) If the Voting Members are unable to agree on whether to commence a Company IPO within thirty (30) days after the IPO Request Date, Aspen Sub will have the right, at the sole option of Aspen Sub, to deliver written notice to Coty and the Board of Directors requesting a Company IPO as soon as reasonably practicable (“IPO Request Notice”). Subject to Coty’s rights pursuant to Section 11.4(c), commencing on the date that is thirty (30) days after receipt of such IPO Request Notice (the “IPO Preparation Commencement Date”), the Company shall take all commercially reasonable actions to prepare for and effect, as promptly as reasonably practicable, a Company IPO. In so doing, the Board of Directors shall have the right to (i) select one or more nationally recognized investment banking firms to act as lead underwriter(s) and (ii) in its good faith judgment, determine to postpone the Company IPO due to IPO Considerations for one or more periods of time that shall not exceed, in the aggregate, one hundred eighty (180) days. Each of the Voting Members shall (i) if necessary, (A) vote, approve or consent ...
Sample 1
Company IPO. The Company shall provide written notice (the “IPO Notice”) to all Holders at least 10 days prior to filing any Registration Statement in connection with an IPO by the Company. Each Holder, upon providing written notice to the Company no later than seven days following receipt of the IPO Notice and subject to the limitations in this Section 2, shall have the right to include in such a Registration Statement as many Registerable Securities as such Holder requests to be included in such writing. The Company shall take all steps necessary to effect the registration of all Registerable Securities requested by all Holders in such Registration Statement, provided that the Company shall have the right to postpone or withdraw the filing of any such Registration Statement on account of a Suspension Event.
Sample 1
Company IPO. If, at any time following March 26, 2021, an IPO Corporation has not consummated an IPO, then the Majority Preferred Members may seek to cause the Company or an IPO Corporation to effect an initial public offering in respect of the Company under the Securities Act by delivering written notice to the Board (such notice, the “IPO Initiation Notice”). (a) Promptly following receipt by the Board of an IPO Initiation Notice, the Board shall select one or more Independent Financial Advisors reasonably acceptable to the Majority Preferred Members delivering such IPO Initiation Notice to assist the Company in structuring, marketing and consummating such initial public offering, and the Board shall cause the Company to, as promptly as practicable thereafter, engage such Independent Financial Advisors. (b) The Company, with the assistance of the Independent Financial Advisors and the Company’s legal and accounting advisors, shall, and the Board and the Members shall cause the Company to, (i) form an IPO Corporation in accordance with Section 7.11 to the extent necessary or advisable in order to consummate such initial public offering, (ii) prepare all materials and make all required filings under the Securities Act and the Exchange Act or otherwise necessary or desirable in order to market and consummate such initial public offering and, in connection with the formation of any such IPO Corporation, unless the Company continues as a holding company for the IPO Corporation, the Members shall receive, in exchange for their respective Units, shares of common stock or other equity interests of the IPO Corporation, subject to any modifications required solely as a result of the conversion to corporate or other entity form, and as otherwise agreed by the Majority Preferred Members, (iii) cooperate with the Independent Financial Advisors in connection with the initial public offering process, including by providing them reasonable access at all reasonable times to the books and records, including financial and accounting records of the Company or the Platform Companies (in the case of non-Controlled Platform Companies, to the extent reasonably available to the Company) and providing them a meaningful opportunity to discuss such information about the business and operations of the Company and the Platform Companies as such Independent Financial Advisor reasonably requires, and (iv) consummate such initial public offering as promptly as reasonably practicable following receip...
Sample 1
Company IPO. If the Exit Event is an IPO, then, immediately prior to the closing of the IPO, the Company shall issue to Yissum such number of ordinary shares of the Company equal to [****] percent ([****]%) of all of the shares of the Company. The Original Shareholders or the Company (as applicable) and Yissum shall bear their own tax burden.
Sample 1
Company IPO. (a) In the event of any merger, statutory share exchange or other business combination of Buyer with any of Buyer’s subsidiaries, each of the Stockholders and Buyer (or, if different, the surviving entity of the merger) shall execute a stockholders’ agreement with terms that are substantially equivalent, in the view of each Stockholder, to this Agreement (including the registration rights provided for in Article VI hereof); provided, Buyer shall distribute any securities issued to Buyer pursuant to such merger to the Stockholders pro rata in accordance with their respective percentage ownership of Shares. (b) Immediately prior to the consummation of an underwritten initial public offering of Buyer or any of its Subsidiaries, if the entity registering its shares in connection with such underwritten public offering (the “Registering Entity”) is either the Company, or any other subsidiary of the Company, then Buyer shall take such actions as may reasonably be necessary to exchange all Shares for shares of the Registering Entity; provided that each of the Stockholders shall execute a shareholders’ agreement of such Registering Entity with terms that are substantially equivalent to this Agreement. Upon such exchange, the Stockholders shall be entitled to receive shares of the Registering Entity pro rata in accordance with the number of Shares held by such Stockholder immediately prior to such exchange.
Sample 1
Company IPO. In the event the Company shall determine to effect an IPO in which selling stockholders participate, Metro shall be entitled to include Covered Shares in such IPO on a pro rata basis with such other selling securityholders.
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Company IPO. The parties hereby agree that the Company shall have the right to engage in a Company-IPO at any time from and after the date hereof and that any such Company-IPO shall not constitute a Company Sale Event for purposes of this Addendum.
Sample 1

Related to Company IPO

  • Qualified IPO (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Consolidation, Merger, Purchase or Sale of Assets, etc The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve any of their affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of any of its properties or assets (or, with respect to any such transaction involving all or substantially all of the assets of the Borrower, enter into an agreement to do any of the foregoing at any future time without the Administrative Agent’s prior written consent unless the effectiveness of such agreement is conditional upon the consent of the Administrative Agent), or enter into any Sale and Leaseback Transaction, except that: (a) Restricted Payments may be made to the extent permitted by Section 8.4; (b) Investments may be made to the extent permitted by Section 8.7; (c) each of the Borrower and its Subsidiaries may lease (as lessor) real or personal property in the ordinary course of business other than to a Receivables Subsidiary; (d) each of the Borrower and its Subsidiaries may make sales or transfers of inventory, Cash, Cash Equivalents and Foreign Cash Equivalents in the ordinary course of business other than to a Receivables Subsidiary; (e) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, Accounts Receivable arising in the ordinary course of business (x) which are overdue, or (y) which the Borrower or such Subsidiary may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (f) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property relating to the manufacture of chemical products and by-products (the “Technology”) provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (i) transfer ownership of such Technology to any other Person or (ii) require the Borrower to pay any fees for any such use (such licenses permitted by this Section 8.3(f), hereafter “Permitted Technology Licenses”); (g) any Subsidiary of the Borrower (other than a Receivables Subsidiary) may be merged or consolidated (x) with or into the Borrower so long as the Borrower is the surviving entity, (y) with or into any one or more Wholly-Owned Subsidiaries of the Borrower (other than an Unrestricted Subsidiary, Airstar Corporation, Huntsman Headquarters Corporation or IRIC); provided, however, that a Wholly-Owned Subsidiary or Subsidiaries shall be the surviving entity or (z) with or into any Person in connection with the consummation of an Acquisition; provided, however, that after giving effect to such merger or consolidation the surviving Subsidiary shall be a Wholly-Owned Subsidiary; (h) the Borrower and its Subsidiaries may sell, transfer or otherwise dispose of any asset in connection with any Sale and Leaseback Transaction involving Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease otherwise permitted hereunder; (i) in any Fiscal Year, the Borrower or any Subsidiary may dispose of any of its assets (including in connection with Sale and Leaseback Transactions not involving Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease) if the aggregate net book value (at the time of disposition thereof) of all assets disposed of by the Borrower and its Subsidiaries in such Fiscal Year pursuant to this clause (i) plus the aggregate net book value of all the assets then proposed to be disposed of does not exceed 12.5% of the Consolidated Net Tangible Assets the Borrower and its Subsidiaries as of the end of the immediately preceding Fiscal Quarter for which the Borrower has delivered financial statements as required by Section 7.1; provided, however, that if (A) concurrently with any disposition of assets or within 360 days of receipt of proceeds in connection with such disposition, all or a portion of an amount equal to the net proceeds of such disposition are used by the Borrower or a Subsidiary to acquire other property used or to be used in the business referred to in Section 8.9 and (B) the Borrower or such Subsidiary has complied with the provisions of Section 7.11 with respect to such property, then such dispositions (or, to the extent that less than all of the net proceeds of any such disposition are used to acquire such other property, then dispositions in an amount equal to the net proceeds used to acquire such other property) shall be disregarded for purposes of calculations pursuant to this Section 8.3(i) (and shall otherwise be deemed to be permitted under this Section 8.3) from and after the date such proceeds are so used to acquire such property with respect to the acquisition of such other property; (j) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any other Wholly-Owned Subsidiary of the Borrower (other than (I) from the Borrower or a Domestic Subsidiary to a Foreign Subsidiary or (II) to a Receivables Subsidiary); (k) any Subsidiary of the Borrower (other than a Receivables Subsidiary) may voluntarily liquidate, wind-up or dissolve; (l) the Borrower and its Subsidiaries may, directly or indirectly, sell, contribute and make other transfers of Receivables Facility Assets to a Receivables Subsidiary and such Receivables Subsidiary may sell and make other transfers of Receivables Facility Assets to the Issuer, in each case pursuant to the Receivables Documents under a Permitted Accounts Receivables Securitization; (m) Foreign Subsidiaries may enter into Foreign Factoring Transactions; and (n) the Borrower and its Subsidiaries may consummate the US Commodity Business Sale provided that not less than 75% of the Net Sale Proceeds therefrom are used within 90 days to (i) repay Senior Secured Notes (2010); (ii) repay Senior Notes (2012); (iii) repay Receivables Facility Attributed Indebtedness and/or (iv) make a voluntary prepayment of Term Loans pursuant to Section 4.3.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

Most Referenced Clauses

Most Referenced Definitions