IPO Reorganization. Notwithstanding anything herein to the contrary, in connection with and subject to the consummation of any IPO, each of the Stockholders hereby acknowledges and agrees that, except as otherwise agreed to by the MD Stockholders and the SLP Stockholders, each share of Series A Common Stock held by any (i) “Management Stockholder” party to the Management Stockholders Agreement (as “Management Stockholder” is defined therein) and (ii) “New Class A Stockholder” party to the Class A Stockholders Agreement (as “New Class A Stockholder” is defined therein) shall be exchanged for a newly issued share of Class C DHI Common Stock.
IPO Reorganization. In connection with, and as a condition precedent to, the consummation of the IPO Reorganization, Parent, Energy Solutions and the Subsidiaries will execute any further documents, financing statements, agreements and instruments, and take all further actions that may be required under applicable law, which the Collateral Agent may reasonably request, in order to preserve, protect and maintain the security interests created or intended to be created by the Security Documents, including, but not limited to, (i) a Guarantee by Parent of the Secured Obligations (to the extent Parent did not execute a Guarantee prior to the IPO Reorganization), (ii) all Pledge Amendments (as defined in the Pledge Agreements) or additional pledge agreements necessary for Parent (or the applicable Loan Party) to pledge to the Collateral Agent, for the benefit of the Secured Parties, 100% of its equity or ownership interests in each of EnergySolutions and Duratek.
IPO Reorganization. Notwithstanding anything to the contrary in this Indenture or any Note Document, including, without limitation, Section 4.17 and Article V, or the Notes, this Indenture will not restrict the ability of the Issuer to undertake a series of internal restructuring activities taken in connection with an IPO whereby the Issuer would implement a holding company organizational structure via merger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware by taking the following steps (it being understood that except as expressly set forth herein, all obligations of the Issuer in the Note Documents will remain in full force and effect following the consummation of an IPO):
(a) formation of a holding company (a direct, wholly owned subsidiary of the Issuer) and a merger sub (a direct, wholly owned subsidiary of the holding company) for the sole purpose of implementing the merger;
(b) immediately prior to or contemporaneously with the closing of an IPO, merging merger sub with and into the Issuer, with the Issuer continuing as the surviving corporation as a wholly owned subsidiary of the holding company, and resulting in each stockholder of the Issuer becoming a stockholder of the holding company holding the same proportional equity interests as immediately prior to the merger;
(c) conversion of all of the outstanding shares of the Issuer’s Series B common stock into shares of Common Stock;
(d) conversion of all of the outstanding shares of the Issuer’s Series A convertible preferred stock and Series C convertible preferred stock into shares of Common Stock; and
(e) the entry into and performance of any documents, agreements, actions or transactions directly related to any of the foregoing.
IPO Reorganization. If the Company undertakes an initial public offering, the Members shall take such actions, including causing the Company to contribute the operating business into a successor corporation, as may be necessary to give effect to such initial public offering; provided that reasonable efforts shall be made at the request of any Member to allow such Member to convert its Company interests into an interest in any successor corporation on a tax-free basis (excepting any tax attributable to any deemed distribution to the Seller pursuant to Section 752) (“Tax-Free Basis”), and provided further that no such action shall be taken if such structure shall adversely affect any Member (other than “adverse” tax effects that are inherent in using a corporate form as opposed to partnership (for tax purposes) form); it being understood that if the IPO restructuring is not effected on a Tax-Free Basis with respect to any Member, Buyer shall use its commercially reasonable efforts to have the IPO entity enter into a “tax receivable agreement” or otherwise compensate the Company or the Members for tax attributes or benefits provided to such entity (other than tax attributes or benefits attributable to any deemed distribution to the Seller pursuant to Section 752), e.g., tax benefits received by the IPO entity upon the taxable exchange of Company interests by such Members for IPO entity shares, without adversely affecting the IPO price or terms, and any such agreements or compensation shall be issued to the Members who provided such tax attributes or benefits in accordance with the amount of tax attributes or benefits provided by each such Member.
IPO Reorganization. As of the Closing Time, (i) the Company and its subsidiaries will have filed all notices, reports, documents or other information required to be filed by them pursuant to, and will have obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and will have otherwise complied with all requirements of, all applicable laws in connection with the consummation of the IPO Reorganization, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (ii) the IPO Reorganization will be legal, effective and valid and in accordance with the laws of Ireland.
IPO Reorganization. As of the Closing Time, the IPO Reorganization shall have been consummated in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Corporate Structure.”
IPO Reorganization. (i) In the event the Company proposes to undertake an IPO, the Company may (or the MD Stockholders and the SLP Stockholders, acting jointly, may cause the Company to) make changes, solely for the express purpose of a registered public offering of the securities of the IPO Entity pursuant to the Securities Act, to (A) the Organizational Documents of the Company or this Agreement to provide for a conversion of the Company to any other capital structure as the Company or the MD Stockholders and the SLP Stockholders may determine and/or (B) the structure of the Company (including the conversion of the Company into a successor corporation or other entity and/or forming a new entity that will issue shares to the public and acquire, directly or indirectly, DTI Securities in the Company in order to give effect to such IPO. For purposes of this Agreement, the term “IPO Entity” means the Company or if the entity registering equity securities in connection with the IPO is (x) a Subsidiary of the Company that owns, directly or through its Subsidiaries, all or substantially all of the assets of the Company, or (y) the resulting entity from (1) such conversion of the Company to any other capital structure, (2) such conversion of the Company into a successor corporation or other entity and/or (3) the formation of such new entity that will issue equity securities to the public and acquire, directly or indirectly, DTI Securities in the Company in order to give effect to such IPO, such Subsidiary or resulting entity.
(ii) Notwithstanding anything herein to the contrary, in connection with the consummation of any IPO, each of the Management Stockholders hereby acknowledges and agrees that to the extent required by the Company (or the MD Stockholders and the SLP Stockholders, acting jointly) (A) each share of Class A DTI Common Stock held by a Management Stockholder shall be exchanged upon request by the Company or any Sponsor Stockholder for a newly issued share of Class C DTI Common Stock prior to any actions set forth in the immediately succeeding clause (C),
IPO Reorganization. Notwithstanding anything herein to the contrary, in connection with the consummation of any IPO, each of the New Class A Stockholders hereby acknowledges and agrees that to the extent required by the Company (or the MD Stockholders and the SLP Stockholders, acting jointly) each share of Class A DTI Common Stock held by a New Class A Stockholder shall be exchanged upon request by the Company or any Sponsor Stockholder for a newly issued share of Class C DTI Common Stock.
IPO Reorganization. As of the Closing Date, the Company will have filed all notices, reports, documents or other information required to be filed by them pursuant to, and will have obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and will have otherwise complied with all requirements of, all applicable laws in connection with the consummation of the IPO Reorganization, except in each case where such failure would not, individually or in the aggregate, result in a Material Adverse Effect; the IPO Reorganization will be legal, effective and valid and in accordance with the laws of the State of Delaware.
IPO Reorganization. All transactions described in the General Disclosure Package and the Final Prospectus under the heading “Corporate Reorganization” shall have been completed substantially in the manner described therein. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.
