IPO Co. definition

IPO Co. shall have the meaning given such term in the Recitals of this Agreement but shall be broadly construed to mean the entity (which may be AREP Oil & Gas, an entity which owns an equity interest in AREP Oil & Gas or an affiliate of AREP Oil & Gas) that issues shares of common stock or other equity units pursuant to the S-1 in connection with the IPO Transaction.
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IPO Co. has the meaning given to such term in Section 9.3(a).
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IPO Co. means a corporation created in contemplation of a Qualifying IPO which shall become the direct or indirect parent or managing member of a BXCL 701 Subsidiary and which shall have no assets other than direct or indirect Equity Interests in such BXCL 701 Subsidiary and other assets that BXCL 701 Subsidiaries are permitted to own pursuant to the terms of this Agreement.
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Examples of IPO Co. in a sentence

  • Each of AREP Oil & Gas and IPO Co. has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

  • As of the date of this Agreement, there are no outstanding rights or obligations of IPO Co. or any of its subsidiaries to repurchase, redeem or otherwise acquire any IPO Co. Securities.

  • Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by AREP Oil & Gas or IPO Co. that is contained in or omitted from any of the foregoing documents.

  • The authorized capital stock of IPO Co. consists of Fifty Million (50,000,000) shares of common stock, of which, as of the date of this Agreement, 1 share was issued and outstanding, One (1) share of Class B Common Stock, of which, as of the date of this Agreement, 1 share was issued and outstanding, and One Million (1,000,000) shares of preferred stock, no shares of which are outstanding.

  • The first public announcement of this Agreement and the Merger shall be a joint press release agreed upon by AREP Oil & Gas, IPO Co. and the Company.

  • Except for obligations incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby, IPO Co. has not incurred any obligation or liability nor engaged in any business or activity of any type or kind or entered into any agreement or arrangement with any person.

  • AREP Oil & Gas shall also take any action (other than qualifying to do business in any jurisdiction in which it is now not so qualified) required to be taken under any applicable state securities laws in connection with the issuance of IPO Co. Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Shares as may be reasonably requested in connection with any such action.

  • The directors, officers and/or managers of IPO Co. at the Effective Time shall be the initial directors, officers and/or managers of the Surviving Corporation, each to hold office in accordance with the organizational documents of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified.

  • To the extent that amounts are so withheld by IPO Co. or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by IPO Co. or the Exchange Agent, as the case may be.

  • This Agreement may be amended by action taken by the Company, AREP Oil & Gas and IPO Co. at any time before or after approval of the Merger by the stockholders of the Company but after any such approval no amendment shall be made that requires the approval of such stockholders under Applicable Law without such approval.


More Definitions of IPO Co.

IPO Co. means a corporation that will issue its Equity to the public in the Initial Equity Offering and thereafter serve as the partial owner and sole managing member of Borrower.
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IPO Co. means a corporation created in contemplation of a Beyond Cancer IPO which shall become the direct or indirect parent or managing member of Beyond Cancer and which shall have no assets other than direct or indirect equity interests in Beyond Cancer and other assets that Beyond Cancer and its Subsidiaries are permitted to own pursuant to the terms of this Agreement.
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IPO Co. means a C-corporation created in contemplation of a Qualified IPO, and which IPO Co. shall become the direct or indirect, parent or managing member of Holdings and/or the Borrower.
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Related to IPO Co.

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO Underwriting Agreement who purchases Common Units pursuant thereto.

  • IPO means the Company’s initial public offering of securities.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • IPO Closing Date means the closing date of the IPO.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Firm Commitment has the meaning set forth in Section 4.2.

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Limited Offering means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

  • Company Underwriter has the meaning set forth in Section 4(a).

  • IPO Prospectus means the final prospectus of the Purchaser, dated as of February 17, 2022, and filed with the SEC on February 22, 2022.

  • Lockup Period has the meaning set forth in Section 2.4(d)(i).

  • QIPO means the consummation of a firm commitment underwritten public offering of the Company’s shares, netting to the Company at least US$ 30,000,000 (Thirty Million), at an offering price per share in excess of 3 (three) times the Original Issue Price of the Series BB-1 Preferred Shares.

  • Piggyback Offering has the meaning set forth in Section 7(a).

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Equity Transaction means, with respect to any member of the Consolidated Group, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a member of the Consolidated Group, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any Acquisition permitted hereunder.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Qualified Stockholder means: (a) the record holder of a share of Class B Common Stock as of the IPO Date; (b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the IPO Date; (c) each natural person who, prior to the IPO Date, Transferred shares of capital stock of the Corporation to a Permitted Entity that is or becomes a Qualified Stockholder; (d) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a Qualified Stockholder; and (e) a Permitted Transferee.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).