IPO Event. A public Equity Offering of equity interests of REIT, the shares of such offering being listed on the New York Stock Exchange or such other national exchange approved by the Agent, such approval not to be unreasonably withheld.
IPO Event. Quality Tech, LP (“QTLP”) and REIT acknowledge, represent and agree that the events relating to the IPO Event and restructuring of QTLP have been as set forth in Schedule 1 attached hereto and made a part hereof.
IPO Event. The completion of all of the following: the formation of REIT and the initial public offering of stock in REIT and the registration of REIT as a public company with the SEC and all other transactions directly relating thereto.
IPO Event. The initial public offering of stock in Borrower, the registration of the shares of Borrower on the New York Stock Exchange or another national exchange, and the registration of Borrower as a public company with the SEC. Issuing Lender. KeyBank, in its capacity as the Lender issuing the Letters of Credit, and any successor thereto.
IPO Event. The initial public offering of stock in REIT, the registration of the shares of Borrower on the New York Stock Exchange or another national exchange approved by Agent, and the registration of REIT as a public company with the SEC. IRH. Inpatient rehabilitation hospital.
IPO Event. As a condition to the occurrence of the IPO Event, Borrower agrees as follows:
(a) all matters relating to the IPO Event, including, without limitation, the organizational structure and management of REIT, General Partner, Borrower, and their Subsidiaries following the occurrence of the IPO Event, shall be subject to the Agent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed;
(b) all of the formation and other material agreements related to the IPO Event shall be in form and substance reasonably acceptable to Agent;
(c) the structure of the IPO Event shall be such that following the IPO Event the financial results of Borrower and its Subsidiaries shall continue to be Consolidated with the accounts of REIT;
(d) After giving effect to the IPO Event, no Change of Control or other Default or Event of Default shall occur; and
(e) the Borrowers, Guarantors and the Agent shall enter into such amendments to the Loan Documents or other agreements as the Agent may reasonably require to reflect the IPO Event.
IPO Event. Borrower and REIT acknowledge, represent and agree that the events relating to the IPO Event and restructuring of Borrower have been as set forth in Schedule 1 attached hereto and made a part hereof.
IPO Event. The formation of REIT and the initial public offering of stock in REIT and the registration of REIT as a public company with the SEC.
IPO Event. (a) The Company shall use commercially reasonable efforts to cause the IPO Event to be consummated.
(b) In connection with the filing of a Registration Statement relating to the IPO Event, the Company shall provide Lead Purchaser written notice of such filing.
(c) In addition to providing the Purchasers with the information set forth under Section 6.2 herein, the Company shall promptly (but in no event later than 3 Business Days) provide the Lead Purchaser with the name of the underwriter, the pricing terms, the timing of the IPO Event and such other information as the Lead Purchaser shall reasonably request from time to time relating to the IPO Event and its status, to the extent available and to the extent such disclosure is not prohibited by applicable law.
(d) Each Purchaser agrees on behalf of itself that if the National Association of Securities Dealers, Inc. determines that any Notes or Warrants received by such Purchaser are "underwriter's compensation", then the Purchaser shall either (a) surrender such Warrant to the Company without consideration therefor, if such Warrant is deemed to constitute "underwriter's compensation" or (b) surrender such Note to the Company for prepayment, if the Note is deemed to constitute "underwriter's compensation."
IPO Event. Borrower agrees as follows with respect to the IPO Event:
(a) all matters relating to the IPO Event, including, without limitation, the organizational structure and management of Borrower, the Guarantors and their respective Subsidiaries following the occurrence of the IPO Event, shall be substantially as described in the Registration Statement on Form S-11 for STORE Capital Corporation, as filed with the SEC on August 29, 2014;
(b) simultaneously with the occurrence of the IPO Event (i) Borrower shall remain a real estate investment trust entitled to REIT Status, and (ii) the structure of the transaction shall be such that the financial results of Borrower and its Subsidiaries would be Consolidated with the accounts of Borrower; and
(c) the Borrower and the Agent shall enter into such amendments to the Loan Documents or other agreements as the Agent may reasonably require to reflect the IPO Event.
