IPO Matters. In connection with the initial public offering of the Company, the Executive will exchange his equity interests in Xerium, S.A. for securities of the Company. The Executive understands that, whereas the equity interests in Xerium, S.A. were subject to substantial restrictions on disposition (including, in the case of options, a prohibition against selling any of the shares underlying such options for three years following the date of grant of the applicable options, and, in the case of shares issued under the share purchase program, a prohibition against selling such shares for three years following their purchase), the securities of the Company to be held by the Executive following the initial public offering will not be subject to any restrictions on disposition, other than restrictions arising under applicable law and restrictions contained in a “lock-up” agreement to be entered into by the Executive with the underwriters of the initial public offering (and the Executive agrees to enter into such a lock-up agreement substantially in the form entered into by other executives of the Company, provided that the term of such lock-up agreement shall not restrict disposition of the securities of the Company held by the Executive for more than 180 days following the consummation of the initial public offering, subject to customary extensions not to exceed 45 days). The Executive further understands that he will be entitled to receive proceeds from the initial public offering, either as a direct seller in the offering or otherwise in exchange for a portion of the securities of the Company held by the Executive, as reflected in the prospectus relating to the initial public offering. Except as specifically provided in the immediately preceding sentence, the Executive shall not participate as a seller in the initial public offering or otherwise receive any portion of the proceeds of such offering in respect of the securities of the Company held by the Executive.
IPO Matters. (a) Subject to the terms of this Agreement, Seller shall sell its Shares in the IPO and in connection with such sale shall enter into and perform its obligations under an underwriting agreement with the managing underwriter, in customary form, and with respect to provisions that are applicable to the Seller as a selling stockholder in substantially the form attached hereto as Exhibit G. In addition, Seller shall execute, deliver and perform their obligations under all other documents customarily required of a selling stockholder in an underwritten public offering, including a power of attorney and custody agreement, in all such cases in customary form reasonably satisfactory to the Seller.
(b) Notwithstanding any other provision of this Agreement, if Seller does not enter into an underwriting agreement with the managing underwriter for the IPO on terms reasonably acceptable to such managing underwriter, or if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude all (but not less than all) Shares from the registration and underwriting for the IPO.
(c) Effective immediately prior to the consummation of the IPO, Seller hereby irrevocably waives all rights, privileges and preferences held by Seller pursuant to Sections 2.1(c), 2.4 and 2.5 of the Investor Rights Agreement; provided, however, that the foregoing waiver shall be null and void as of, and shall not apply to any IPO consummated after, 11:59 pm Eastern Time on the Outside Date. Except as expressly waived pursuant hereto, the Investor Rights Agreement and Seller’s rights pursuant thereto (including all rights to indemnification pursuant to Section 1.8 of the Investor Rights Agreement in connection with the IPO) shall remain unchanged.
(d) A reasonable time prior to the filing or submission thereof, Buyer shall provide Seller with a full copy of (i) the registration statement on Form S-1 to be filed in connection with the IPO, (ii) each amendment or supplement to such registration statement and (iii) all correspondence between the Company and the SEC relating to such registration statement or amendment or supplement. In the case of each such filing or submission, Buyer shall give reasonable and good faith consideration to all comments proposed by Seller to be included in any portion of such filing or submission that contains disclosures regarding Seller or its Affiliates, the Transactions, th...
IPO Matters. The IPO will be conducted substantially in accordance with the terms of the PCS Restructuring Agreement.
IPO Matters. 5.1 Each of AOTG and the AOTG Stockholder hereby consents to and irrevocably waives any objections to:
(a) Parent’s and the LLC’s entry into the Merger and Warrant Exercise Agreement, dated on or about the date hereof, by and among Parent, the LLC and the other parties named therein and consummation of the transactions contemplated thereby;
(b) the amendment and restatement of the Original LLC Operating Agreement and the entry into the Exchange Agreement, the Stockholders Agreement, the EJB Registration Rights Agreement and the Tax Receivable Agreement, provided that each such document is substantially in the form filed as an exhibit to the Registration Statement; and
(c) the consummation of the IPO and the transactions contemplated thereby, including, without limitation, the issuance of newly-issued LLC Units by the LLC to Parent.
5.2 Each of AOTG and the AOTG Stockholder hereby acknowledges and irrevocably waives any objections to the termination, effective upon consummation of the IPO, of:
(a) the Securityholders Agreement; and
(b) the Existing Registration Rights Agreement.
5.3 The AOTG Stockholder agrees to execute a lock up agreement, in substantially the form attached hereto as Exhibit D.
5.4 The parties agree that the concurrent or prior execution and delivery of the AOTG Registration Rights Agreement and the Tax Receivable Agreement by each party thereto is a condition to the consummation of the the First Merger pursuant to Section 1 hereof.
IPO Matters. (a) The Parties will use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable hereafter, the IPO.
IPO Matters. 31 Section 5.4. Tax Matters.............................31 Section 5.5. Brokers or Finders....................
IPO Matters. If IPO has not consummated by June 30, 2020, then on or before July 15, 2020, Borrowers shall deliver to Lender updated financial projections satisfactory to Lender indicating sufficient cash flow to satisfy Borrower’s payment obligations to Lender hereunder. Notwithstanding the prohibition in Sections 4(e) (ix) and 4(e)(xii), MIT’s acquisition by NLM Holding Co., Inc. (“Parent”) in connection with IPO as contemplated in the Reorganization Transaction shall not constitute an Event of Default hereunder as long as, within one (1) day of the consummation of the Reorganization Transaction, Parent executes and delivers to Lender (i) the joinder agreement attached hereto as Exhibit F to join as a coborrower under this Agreement, (ii) a Corporate Resolutions and Incumbency Certificate duly executed by an authorized officer of Parent, along with copies of Parent’s certificate of incorporation certified by the Delaware secretary of state and its bylaws, and (iii) a warrant to purchase stock of Parent in substantially similar form as Exhibit E attached hereto (the “Warrant”). The obligations to deliver the Warrant to Lender under this Section 4(f)(iii) shall survive the termination of this Agreement.
IPO Matters. If any initial public offering of the Company’s Equity Securities is approved in accordance with this Agreement, then the Company may effect a conversion, recapitalization, reorganization or exchange of securities of the Company or any portion of the Company or any Subsidiary of the Company into one or more corporations, limited liability companies, limited partnerships or other business entities in order to effect such initial public offering without the need for the approval of any Members or the holders of any Units, provided that each Member receives capital stock or other securities with substantially similar economic and other rights, privileges and preferences as those possessed by the Units held by the applicable Member immediately prior to the consummation of such transaction (other than to the extent otherwise provided in this Agreement). The Company shall pay the reasonable, documented out of pocket expenses incurred by the Members in connection with such a conversion, recapitalization, reorganization or exchange, and the Members agree to enter into such agreement or agreements as may be necessary in order to preserve the rights and obligations of the Members hereunder as in effect immediately prior to the consummation of such initial public offering (other than to the extent otherwise provided in this Agreement).
IPO Matters. From and after the date hereof, Purchaser shall, at Purchaser’s sole cost and expense, promptly deliver notice to Sellers of the filing of the registration statement filed in connection with the IPO and all amendments thereto.
IPO Matters. 31 Section 5.4. Tax Matters 31 Section 5.5. Brokers or Finders 31 Section 5.6. No Action Relating to Takeover Statutes; Applicability of Future Statutes and Regulations 32 Section 5.7. Management and Allocation Policies 32 Section 5.8. Sprint Action 32 Section 5.9. Standstill Agreement 32
