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. 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. 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. 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. “IPO Notice” shall have the meaning ascribed to such term in Subsection 10.1(a).
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. The parties hereto acknowledge and agree that the notice to the Stockholders and the Non-Party Holders dated as of March 11, 2008 notice satisfies the requirements of Section 4.3(a) of the Agreement.
IPO Notice. The First Exercise Right shall expire after the expiration of the ten (10) day period referred to in the preceding sentence if the First Exercise Put Notice is not delivered to RSL within such period by the Majority Non-RSL Stockholders. Each Non-RSL Stockholder who was not a party to the First Exercise Put Notice but who, after receipt of the First Exercise Put Notice, has elected to exercise its First Exercise Right, shall give written notice of such intention to RSL by registered or certified mail within ten (10) days after receipt of the First Exercise Put Notice. For the purposes of determining the Purchase Price per Share for the sale of Capital Stock pursuant to the First Exercise Right, the valuation of the Company by the Appraiser shall occur on the date of the pricing of the RSL IPO. Upon determination of the Purchase Price per Share by the Appraiser in accordance with Section 4.1.1, RSL shall provide written notice (the "First Exercise Pricing Notice") to the Non-RSL Stockholders of the Purchase Price per Share together with the Appraiser's report of its calculation of the Purchase Price per Share. Prior to the closing of the RSL IPO, each selling Non-RSL Stockholder shall tender to RSL its certificates for the Capital Stock duly endorsed in blank or accompanied by appropriate stock powers and with appropriate stock transfer stamps affixed thereto (a "Receipt Date") against payment of the Purchase Price per Share pursuant to Section
IPO Notice. If the Company proposes to pursue an underwritten public offering of its Common Stock under the Securities Act and, in connection therewith, all outstanding shares of Preferred Stock will convert into Common Stock (whether pursuant to Section 5.1 of the Restated Certificate or otherwise) (a “Qualified IPO”), the Company shall, as soon as practicable after a determination is made by the Company to submit or file a registration statement with the Securities and Exchange Commission with respect to such Qualified IPO (and in any event at least thirty (30) days prior to the earlier of the confidential submission or public filing of such registration statement), provide the Purchaser with written notice of such determination (the “IPO Notice”), which IPO Notice shall include a current capitalization table of the Company, a good faith estimation of the amount to be raised by the Company in the Qualified IPO, and a good faith estimate of the total number of shares of Common Stock that the Purchaser would need to purchase to reach the Purchaser IPO Participation Cap (as defined below). At least seven (7) days prior to the anticipated commencement of marketing efforts for the Qualified IPO (i.e. the commencement of the “roadshow” for the Qualified IPO), the Company shall provide an updated notice to the Purchaser (the “Updated IPO Notice”), including information on the anticipated timing for public marketing efforts and (i) a good faith estimate of the total number of the Post-IPO Outstanding Shares (as defined below) assuming that the Purchaser purchases a number of shares of Common Stock equal to the Purchaser IPO Participation Cap pursuant to this Section 6, (ii) an updated good faith estimate of the total number of shares of Common Stock that the Purchaser would need to purchase to reach the Purchaser IPO Participation Cap and (iii) a good faith estimate of the number and pricing of the shares to be offered in the Qualified IPO. The term “Post-IPO Outstanding Shares” means the total number of shares of Common Stock of the Company issued and outstanding following the issuance of shares of Common Stock in the Qualified IPO (including any shares of Common Stock purchased by Purchaser pursuant to this Section 6 and assuming full conversion and/or exercise of all Preferred Stock and Derivative Securities expected to be outstanding immediately prior to the Qualified IPO).
