IPO Committee. Subject to the terms of this Section 5.1(r)(v), the Board shall irrevocably form (and, pursuant to the approval of this Agreement by the Board, the Board hereby does irrevocably create) an initial public offering committee (the “IPO Committee”), which Committee shall be and hereby is directed by the Members, pursuant to the approval of this Agreement by the Board is hereby directed by the Board, to approve an IPO in accordance with the terms set forth on Schedule 5.1(r)(v) and shall be and hereby is charged by the Members, and pursuant to the approval of this Agreement by the Board is hereby charged by the Board, with the full power and exclusive authority to evaluate, negotiate, establish the terms of and approve an IPO and related transactions and actions; provided, however, that (i) notwithstanding the foregoing, the IPO Committee is dissolved if an IPO has not been priced in accordance with the terms set forth on Schedule 5.1(r)(v); (ii) notwithstanding the foregoing, any IPO approved by the IPO Committee may be vetoed prior to the pricing of such IPO by the Board pursuant to a Special Board Approval; (iii) the IPO Committee shall cause the Company to use commercially reasonable efforts to cause the IPO to be in the form of an “Up-C” transaction (or other similar transaction having substantially the same tax treatment); (iv) (A) the IPO Committee shall, no later than forty-five (45) days prior to the reasonably expected date of effectiveness of a registration statement under the Securities Act in connection with an IPO, present to Walgreens and the Founders a proposal regarding the steps that would be undertaken to effectuate such “Up-C” transaction, including a proposal of all actions that would be required or prudent in order for the steps undertaken to effectuate the “Up-C” transaction (and any associated restructurings) to fit within one or more of the categories set forth in Treasury Regulations Section 1.7704-1(e) and (B) the specific structuring and terms of such “Up-C” transaction (particularly from a tax perspective) shall be subject to reasonable and good faith discussion and consultation among the IPO Committee, the Founders and Walgreens; and (v) Special Board Approval shall be required to approve any related transaction or action involving the formation of or conversion of the Company into the VMD Corporation that would not be done in a manner that protects the economic and governance rights of the Members, except as provided in this Agree...
IPO Committee. (a) The parties hereto (other than the Selling Investors, whose agreement is not required) agree to the formation of a committee (the “IPO Committee”) comprised of the individuals set forth on Section 9.12 of the Newhall Disclosure Schedule. A member of the IPO Committee may only be removed by unanimous consent of the parties hereto (other than the Selling Investors). If any member of the IPO Committee resigns (which any member may do at any time by written notice to the Company), becomes incapacitated or dies, then the party or parties hereto with which such member of the IPO Committee is affiliated may appoint an individual as a replacement member to the IPO Committee.
IPO Committee. Until the closing of the IPO, the Board shall establish a committee of the Board (the “IPO Committee”), which shall consist of two (2) directors that were designated for election by the Class B Majority Holders and two (2) Class A Directors (as defined in the Certificate of Incorporation). An act shall be approved by the IPO Committee only if such act is unanimously approved by all directors serving on such IPO Committee. The IPO Committee shall be responsible for preparation of the Company’s IPO, including selecting and working with underwriters and counsel and preparing and reviewing a registration statement. The IPO Committee shall be delegated responsibility for strategy regarding execution of the IPO, as well as timing and pricing of the IPO; provided that, subject to the final sentence of this Section 9(h), the Board shall be responsible for ultimate approval of the IPO. Notwithstanding the foregoing, where holders of EBG Investor Registrable Securities exercise rights in accordance with this Agreement to cause the Company to complete the IPO, the holders of EBG Investor Registrable Securities shall, subject to the provisions of this Agreement, have primary responsibility for strategy regarding execution of IPO, as well as timing and pricing such IPO. In all cases, the IPO Committee will have primary responsibility for managing all other aspects of IPO, including marketing. The Company and its Board shall follow and act on the recommendations of the IPO Committee except where the Company’s Board concludes that to do so would be reasonably likely to cause a breach of its fiduciary duties.
IPO Committee. Simultaneous with the approval of the Scheme by the Board, the Board shall also constitute a committee for execution and implementation of the IPO (“IPO Committee”), which shall comprise at least one representative of the Investor. The IPO Committee has only a recommendatory role and it may invite relevant participants as may be required from time to time.
