Alternative IPO Entity definition

Alternative IPO Entity shall have the meaning set forth in Section 11 hereof.
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Alternative IPO Entity has the meaning set forth in Section 6.14.
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Alternative IPO Entity means (a) the Company (including any entity formed in a Corporate Conversion Transaction pursuant to Section 9.2(a) or a Conversion Event pursuant to Section 9.2(c)); (b) any successor to the Company or any surviving entity resulting from a merger, conversion, reorganization, consolidation or other business combination involving the Company or any Subsidiary of the Company; (c) any parent or Subsidiary of the Company (or a holding vehicle formed to hold Equity Securities of the Company or such Subsidiary) that is or will be a direct or indirect holding entity for the Company and its Subsidiaries; or (d) any other entity the securities of which are exchanged for Units pursuant to Section 9.2(a) in anticipation of a Qualified IPO, in each case, that is the issuer of securities in such Qualified IPO (including Investor Blocker or a successor thereto in accordance with the terms hereof).
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Examples of Alternative IPO Entity in a sentence

  • Other than as a result of a Transfer of an Equity Security of the Company, an Alternative IPO Entity or Newco permitted pursuant to Article 8 or Article 9, and subject to Section 8.8(f), no Member may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, directly or indirectly, without the prior written consent of the other Members.

  • Any purported assignment in violation of this Agreement is void other than in connection with a Transfer of a Unit (or an Equity Security of the Company, an Alternative IPO Entity or Newco, as applicable) permitted pursuant to Article 8 or Article 9 and no rights of the Initial Members shall be transferred other than pursuant to Article 8 or Article 9.

  • Subject to the provisions of the Investor Rights Agreement, the Shareholders agree to cooperate and take all necessary or desirable actions to effect any such reorganization, recapitalization, restructuring or similar transaction, including the conversion of the LLC Units into a substantially equivalent common equity security in the Alternative IPO Entity (acknowledging that the Alternative IPO Entity may be an entity treated as a corporation for federal income tax purposes).

  • Crew (as applicable) shall cause any such Alternative IPO Entity to enter into an agreement with the Sponsors that provides the Sponsors with registration rights with respect to the equity securities of such Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Sponsors in this Agreement.


More Definitions of Alternative IPO Entity

Alternative IPO Entity has the meaning set forth in Section 3.16.
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Alternative IPO Entity has the meaning set forth in Section 2(i).
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Related to Alternative IPO Entity

  • IPO Entity means, at any time at and after an IPO, the Borrower or a parent entity of the Borrower, as the case may be, the Equity Interests in which were issued or otherwise sold pursuant to the IPO.

  • Alternative Investment Vehicle means an entity created in accordance with the Operative Documents of a Borrower to make investments and that has the right to call on Capital Commitments directly from Investors.

  • Alternative Investments means investments in the said State which are within the ability and competence of the Company or of corporations which are related to the Company for the purposes of the Companies (Western Australia) Code and which are approved by the Minister from time to time as alternative investments for the purpose of this Agreement (which approval shall not be unreasonably withheld in the case of an investment which would add value or facilitate the addition of value, beyond mining, to the mineral resources of the said State);”;

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Least restrictive alternative means the treatment and conditions of treatment which, separately and in combination, are no more intrusive or restrictive of freedom than reasonably necessary to achieve a substantial therapeutic benefit to the minor, or to protect the minor or others from physical injury;

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Less restrictive alternative means court-ordered treatment in

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Less restrictive alternative treatment means a program of

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Alternative The provisions of Paragraph 4 will apply.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).