IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
IPO Prospectus means the final prospectus of Purchaser, dated as of November 9, 2023, and filed with the SEC on November 9, 2023 (File No. 333-270558).
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).
IPO Date means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.
Common Share Reorganization has the meaning set forth in Section 4.1;
Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.
Share Exchange has the meaning set forth in Section 2.1.
Topco has the meaning set forth in the Preamble.
Pre-Closing Reorganization has the meaning given to it in Section 6.14.
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.
Holdco has the meaning set forth in the Preamble.
Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.
PubCo has the meaning set forth in the Preamble.