IPO Notice Sample Clauses

IPO Notice. (a) On or after December 31, 2017, any Exercising Partner will have the right to deliver a written demand to the General Partner and the other Partners that an IPO (the “IPO Notice”) be effected in accordance with the provisions of this Article 10 and, if applicable, to effect the registration of all or any portion of the Exercising Partner’s Securities (which may include any of such Partner’s Affiliates identified in such IPO Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in any event within the sixty (60) day period thereafter, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will meet from time to time at mutually agreeable times and locations to attempt to decide jointly in good faith on an appropriate transaction structure for such IPO. In such meetings, the Exercising Partner and the Non-Exercising Partner (and their respective advisors) will review, analyze and discuss the economic and tax impacts of potential transaction structures and will consider a transaction structure similar to the Xxxxxx & Xxxxx transaction (commonly referred to as an “UPREIT structure”) and appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect to potential transaction structures. In addition to the foregoing, the Exercising Partner and the Non-Exercising Partner shall consult with MBK CV regarding the structuring of any IPO and shall consider in good faith any suggestions of MBK CV in connection therewith. (b) If the Exercising Partner, the Non-Exercising Partner and MBK CV are unable to agree on a transaction structure for such IPO within such sixty (60) day period (or such longer period as they may mutually agree), the Exercising Partner will have the right, within the thirty (30) day period following such sixty (60) day period, to deliver a written demand to the General Partner and the other Partners that such IPO shall utilize the transaction structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter, the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a written notice to such effect to the Exercising Partner and the other Partners based solely on the Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction structure set forth...

IPO Notice. At any time on or after October 29, 2018, the MD Stockholders may provide written notice to the Company requesting that the Company commence a Minimum Float IPO (such notice, an “MD IPO Notice”).

IPO Notice. No later than five days prior to the date that Dermira will file its preliminary (“red xxxxxxx”) prospectus with the SEC, Dermira shall deliver to UCB a written notice stating (i) the anticipated date that it will file its preliminary (“red xxxxxxx”) prospectus with the SEC and (ii) the Price Range and the aggregate gross proceeds to Dermira based on the low end of the Price Range (the “IPO Notice”).

IPO Notice. If at any time the SLP Stockholders determine in good faith that the Company could consummate a Minimum Float IPO in which the Initial SLP Stockholders will be able to receive an SLP Implied Return with respect to their aggregate equity investment on and after the Original Closing Date in the Company and its Subsidiaries of an amount equal to at least: (A) 1.8 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated prior to October 29, 2016; (B) 2.1 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated on or after October 29, 2016 and prior to October 29, 2017; or (C) 2.3 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated on or after October 29, 2017 and prior to October 29, 2018 (such implied returns contemplated in clauses (A) through (D), the “Applicable IPO Return,” which, for the avoidance of doubt, shall be measured as of the date of the SLP IPO Notice); and/or (D) (x) on or after October 29, 2018 or (y) upon the occurrence and during the continuation of a Disabling Event, no minimum implied return or amount shall be applicable (provided, that if the Disabling Event is a Disability of MD, then this subclause (y) shall cease to apply upon the cessation of such Disabling Event; provided, further, that so long as the SLP Stockholders have delivered an SLP IPO Notice during the continuation of a Disabling Event, then the Company shall proceed with a Minimum Float IPO), then the SLP Stockholders may provide written notice to the Company requesting that the Company commence a Minimum Float IPO (such notice, an “SLP IPO Notice”).

IPO Notice. No later than the earlier of (a) the fifth Business Day after the IPO Filing Date, and (b) the 20th day prior to the anticipated commencement of a bona fide roadshow for an IPO, the Issuer shall provide the Requisite Holders with a written notice of such IPO Filing Date (the “IPO Notice”). The IPO Notice shall include the expected material terms (including the then-expected range of the price per share) and a bona fide estimate of the anticipated size of the IPO (it being understood that the actual terms and size of the IPO may differ from such expected material terms and bona fide estimate), an indication as to whether or not the Issuer expects such IPO to be a Qualified IPO, and date by which the Holder must make any election to convert the Notes pursuant to this Section 3(b) (the “IPO Election Deadline Date”), which shall be no earlier than ten (10) days in advance of the anticipated commencement of a bona fide roadshow for such IPO. The date of the anticipated commencement of the roadshow will be determined in good faith by the Issuer. The Requisite Holders will be required to make any applicable election (an “IPO Conversion Election”) to convert the Notes in writing by notice to the Issuer no later than the IPO Election Deadline Date; provided that any conversion election may be conditional on an IPO constituting a Qualified IPO or a Non-Qualified IPO, as stated by the Requisite Holders in such election. Any such election to convert the Notes in connection with an IPO shall be irrevocable once delivered to the Issuer.

IPO Notice. (A) Either Shareholder (the “Initiating Shareholder”) may at any time following the third anniversary of the date of this agreement serve a written notice on the other Shareholder (the “Receiving Shareholder”) and the Company that it wishes to pursue an initial public offering (an "IPO") of the Company (an “IPO Notice”). Following service of an IPO Notice, each Shareholder shall use all reasonable endeavours to implement, and to procure that the Company shall implement, an IPO in accordance with this clause 19. Unless otherwise permitted by this agreement, an IPO Notice may not be served if an Exit Notice or a Group Sale Notice has been served and the process following from such notice has not lapsed or terminated, unless the Shareholders agree to undertake a dual track exit process, in which case the terms of this clause 19 shall apply. (B) Within 20 Business Days of receipt of the IPO Notice by the Receiving Shareholder and the Company, the Company, together with the Shareholders, shall interview investment banks of international repute to act as joint global coordinators and joint bookrunners for the IPO (the "Beauty Parade"). (C) Within 30 Business Days of receipt of the IPO Notice by the Receiving Shareholder and the Company (or, if later, five Business Days after the final bank participating in the Beauty Parade has been interviewed), each Shareholder shall be entitled to nominate one investment bank from the Beauty Parade to act as a joint global coordinator and joint bookrunner for the IPO and, following such nominations, the Company and the Shareholders shall, acting jointly, appoint the nominated investment banks to act as joint global coordinators and joint bookrunners for the IPO (the “Joint Global Coordinators”). (D) The Company may appoint an independent investment bank to act as financial adviser to the Company in connection with the IPO (the "Financial Adviser"), subject to the identity of such investment bank being approved by both Shareholders. If the Shareholders are unable to agree, the appointment of the Financial Adviser shall be referred to the chief executive officer of each Shareholder's Ultimate Parent and those executives shall meet as soon as reasonably practicable (but in any event no later than 10 Business Days after the matter is referred to them) and use reasonable endeavours to resolve the appointment of the Financial Adviser. If there is no resolution between the chief executive officers, the Company shall not appoint a Fi...

IPO Notice. “IPO Notice” shall have the meaning ascribed to such term in Subsection 10.1(a).

IPO Notice. At any time from and after February 2, 2001, Global shall have the right, by providing written notice to the Partnership (an "IPO Notice"), (i) to require that the Partnership effect an Organizational Restructure, subject to the provisions below, and (ii) that the Registrant, as expeditiously as possible, register under the Securities Act the Registrant's equity securities and/or that amount of Registrable Securities owned or to be owned by Global as a result of the Organizational Restructure and specified in the IPO Notice, in any case for the public offering and sale of such securities. If Global exercises such right: (i) the Partnership, the General Partner (as defined in the LP Agreement) and all other Limited Partners will cooperate with Global to promptly effect such registration, offering and sale, including without limitation (A) subject to the provisions below, implementing and consummating any such Organizational Restructure, (B) causing Newco to become a signatory to this Agreement and be bound by the all terms hereof applicable to the Partnership, and (C) executing all documents, instruments and taking all other actions reasonably necessary in connection with such registration, offering and sale, and any such Organizational Restructure; and (ii) if the IPO Notice contemplates a public offering and sale of Registrable Securities by Global, each other Limited Partner shall have the right to include its Registrable Securities in such offering on a pro rata basis. Global's rights pursuant to this Section 2.1(a) shall be subject to the provisions of Section 11.1 of the LP Agreement. Notwithstanding the foregoing, WECC and Global shall not be obligated to effect an Organizational Restructure if as a result of the Organizational Restructure or the subsequent sale of shares of Common Stock by Global or Newco under the Code, WECC or any of its Affiliates that are a party to the Organizational Restructure would recognize any gain; provided, however, an Organizational Restructure may be effected if (i) Global provides WECC with a private letter ruling of the Internal Revenue Service in a form reasonably acceptable to WECC and based upon representations reasonably acceptable to WECC, stating that, as a result of the Organizational Restructure or IPO WECC will not recognize any gain, or (ii) GE Capital agrees to fully indemnify WECC and its Affiliates that are a party to the Organizational Restructure from and against any and all Taxes, expenses, including ...

IPO Notice. Chautauqua will give AWA not less than sixty (60) days prior written notice before the closing date of its IPO.

IPO Notice. Transcend shall keep BI reasonably informed regarding its progress toward effecting an IPO, and shall provide written notice to BI concerning the closing of an IPO as far in advance thereof as is reasonably practicable, and in any event at least three (3) days prior to any such closing. Transcend shall also provide written notice to BI one day after the IPO Closing Date in the event that an IPO has not closed on or before the IPO Closing Date, notifying BI of such fact and setting a date for the Closing (as defined below), which shall be at least five (5) days after the date of such notice.