Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than 225% of the then-applicable Conversion Price (as such term is defined in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of the Preferred Stock) of the Preferred Stock, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (1) a sale of not less than 17.5% of the shares of Common Stock (determined on an as-converted basis) then outstanding or (2) an issuance of newly issued shares of Common Stock that, together with the sales of Common Stock by the Major Stockholders in such public offering, would result in the Major Stockholders’ aggregate beneficial ownership, as a group, of the total issued and outstanding shares of Common Stock (on an as-converted basis) being reduced by not less than 17.5%.
Approved IPO is defined in Section 9.07.
Approved IPO means (a) a Qualified Public Offering or (b) an initial public offering of the Company’s Common Stock that is approved by the Requisite Series E Majority; and
Examples of Approved IPO in a sentence
It was also agreed that the surplus consideration in excess of the minimum price required to perform an Approved IPO, will be distributed equally between the Company and the Additional Investors.
As was agreed with the Additional Investors with regard to the division of the surplus consideration in the Approved IPO, the Company’s share of the surplus consideration amounted to NIS 15.5 million.
Tel22-DTE (1o) in red, Tel22-DTE (1c) in blue (i.t. 10 min 430 nm), Tel22-DTE (1o)in orange (i.t. 90 min 660 nm), Tel22-DTE (1c) in light blue (i.t. 10 min 430 nm), Tel22-DTE (1o) dashed pink (i.t. 90 min 660 nm),Tel22-DTE (1c) dashed green (i.t.10 min 430 nm).
Approved IPO will post to the system and display for 4 weeks for approval.
On the exercise of the Drag Along Right, each of the Other Shareholders will be bound to accept the Approved Drag Offer or Approved IPO Drag Offer in respect of his entire holding of Shares and to comply with the obligations assumed by virtue of such acceptance (and in the event of a Share Sale the Proceeds shall be distributed in accordance with Article 2.3.1).
More Definitions of Approved IPO
Approved IPO will mean (x) prior to the fifth anniversary of the consummation of the Recapitalization, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering an offer and sale of Common Stock for the account of the Company to the public, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case (A) the public offering price of which is not less than 200% of the then-applicable conversion price of the New Preferred, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (x) a sale of not less than 17.5% of the shares of Common Stock then held by each Group (on an as converted basis) or (y) an issuance of newly issued shares of Common Stock that, when aggregated with the sales of Common Stock by each Group in such public offering, would result in each Group's aggregate beneficial ownership of the total issued and outstanding shares of Common Stock of the Company (on an as converted basis), when expressed as a percentage thereof, being reduced by not less than 17.5% of such percentage, and (z) thereafter, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case under this clause (y) filed or commenced no earlier than 30 days following delivery by the Company to the Major Parties of its intention to file such registration statement and covering an offer and sale of Common Stock for the account of the Company to the public, provided that in the event either Major Party elects to exercise its rights described in paragraph 1(G) below during such 30 day period, any such underwritten public offering shall not constitute an Approved IPO and shall be discontinued unless otherwise approved in accordance with the above.
Approved IPO means an initial public offering of Shares on a recognised stock exchange which has been approved by the Investors pursuant to clause 9.12; Associated Person has the meaning ascribed to the term in Rule 1.8 of the New Zealand Stock Exchange Listing Rules and Associate and Associated have corresponding meanings;
Approved IPO has the meaning assigned to such term Section 9.3(a).
Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than
Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than (i)225% of the then-applicable Conversion Price (as such term is defined in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of the New Preferred Shares) of the New Preferred Shares or (ii) in the case that no New Preferred Shares are issued and outstanding at the time of the Approved IPO, $0.945, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (1) a sale of not less than 17.5% of the shares of Common Stock (determined on an as-converted basis) then outstanding or (2) an issuance of newly issued shares of Common Stock that, together with the sales of Common Stock by the New Investors in such public offering, would result in the New Investors’ aggregate beneficial ownership, as a group, of the total issued and outstanding shares of Common Stock (on an as-converted basis) being reduced by not less than 17.5%. Except as modified herein, the Agreement shall remain in full force and effect. This Amendment No. 2 to the Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Approved IPO means an Initial Public Offering of Construction Partners Holdings, Inc., or Construction Partners, Inc. on terms and conditions approved by Agent and Lenders prior to such Initial Public Offering, such approval not to be unreasonably withheld.
Approved IPO means the proposed IPO of the shares of the Parent or a Holding Company of the Parent to occur in the year 2007 and where the IPO Proceeds of such IPO are to be applied directly or indirectly (by upstreaming and/or downstreaming such proceeds by loans, repayment of loans and payment of dividends at the discretion of the Company, including, at the discretion of the Company, the downstreaming of an amount to the Company by way of share subscription and immediate upstreaming by way of repayment of part of the Smurfit Kappa Funding Loan) in all or any of the following permitted purposes: (i) in full or partial prepayment, redemption, defeasance or purchase of the 2012 Senior Cash Pay Notes, (ii) in full or partial prepayment of the Acquisition PIK Note, (iii) in full or partial prepayment of the Holdco PIK Note and (iv) towards payment of the fees and expenses of such IPO and reduction of indebtedness as set out in (i) (ii) and (iii).