IPO Reorganization Transaction means any transaction taken in connection with and reasonably related to consummating a Qualifying IPO by the Borrower or any Parent Company thereof so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee Requirements and Section 5.12 and (b) the security interest of the Secured Parties in the Collateral, taken as a whole, is not materially impaired (including by a material portion of the assets that constitute Collateral immediately prior to such IPO Reorganization Transaction no longer constituting Collateral) as a result of such IPO Reorganization Transaction.
IPO Reorganization Transaction means transactions taken in connection with and reasonably related to consummating a Qualifying IPO, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.
IPO Reorganization Transaction means each transaction or activities taken in connection with and reasonably related to consummating an initial public offering, so long as the security interest of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, is not materially impaired; and each of the transactions, re-organizations and other activities relating to, in connection with, or as a result of, an “Up-C” IPO substantially consistent with the terms set forth in the Up-C Term Sheet in all material respects.
Examples of IPO Reorganization Transaction in a sentence
Any IPO Reorganization Transaction and the payment of all fees and expenses related to any IPO Reorganization Transaction and any Transaction Expense.
More Definitions of IPO Reorganization Transaction
IPO Reorganization Transaction means transactions taken in connection with and reasonably related to consummating an initial public offering, as determined by the Parent.
IPO Reorganization Transaction means (x) each transaction or activities taken in connection with and reasonably related to consummating an initial public offering, so long as the security interest of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, is not materially impaired; and (y) each of the transactions, reorganizations and other activities referred to in connection with or as a result of, the “Reorganization Transactions” in the Registration Statement on Form S-1, as amended, of EVO Payments, Inc., a Delaware corporation filed with the Securities and Exchange Commission.
IPO Reorganization Transaction any re-organization or other similar activities among Holdings, the Parent Borrower and its Restricted Subsidiaries in connection with and reasonably related to consummating a Qualified IPO, so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee Requirement and Sections 5.9 and 5.11, (b) taken as a whole, the value of the Collateral securing the Obligations and the guarantees by the Guarantors of the Obligations are not materially reduced and (c) the Liens in favor of the Agent for the benefit of the Secured Parties under the Security Documents are not materially impaired.
IPO Reorganization Transaction means transactions taken in connection with and reasonably related to consummating a Qualifying IPO, so long as, after giving effect thereto, the security interest of the Collateral Representative, for the benefit of the Lenders, in the Collateral, taken as a whole, is not materially impaired. ‘‘IPOCo Transactions’’ shall mean the transactions in connection with the formation and capitalization of IPO Listco prior to and in connection with and reasonably related to a Qualifying IPO, including, without limitation, (1) the legal formation of IPO Listco and one or more Subsidiaries of the Permitted Holders to own interests therein, (2) the contribution, directly or indirectly, of the Stock of the Borrower and other Subsidiaries of the Borrower to IPO Listco, or the other acquisition by IPO Listco thereof, (3) the conversion of the outstanding Stock in the Borrower into a new class of Stock in the Borrower, (4) the distribution by the Borrower to the Permitted Holders of any proceeds from the 2023 Notes and cash generated from operations, (5) the issuance of Stock of IPO Listco or the Borrower to the public and the use of proceeds therefrom to pay transaction expenses, distribute funds as a reimbursement for capital expenditures, and other purposes approved by a Permitted Holder, (6) the execution, delivery and performance of customary documentation (and amendments to existing documentation) governing the relations between and among the Borrower, IPO Listco, the Permitted Holders and their respective Subsidiaries and (7) any other transactions and documentation reasonably related to the foregoing or necessary or appropriate in the view of the Permitted Holders or the board of directors of the Borrower or any direct or indirect Parent Entity in connection with a Qualifying IPO. 44
IPO Reorganization Transaction means transactions among the Corporation and its Subsidiaries taken in connection with and reasonably related to consummating an underwritten public offering of the Equity Interests of the Corporation or any Parent Entity.
IPO Reorganization Transaction means any re-organization or other similar activities among any Parent Company, Holdings, the Borrower and the Restricted Subsidiaries in connection with and reasonably related to consummating a Qualifying IPO, so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee Requirement and Section 6.11, (b) taken as a whole, the value of the Collateral securing the Obligations and the Guarantees by the Guarantors of the Obligations are not materially reduced or impaired and (c) the Liens in favor of the Administrative Agent for the benefit of the Secured Parties under the Security Documents are not materially impaired.
IPO Reorganization Transaction means any transaction taken in connection with and reasonably related to consummating a Qualifying IPO by the Borrower or any Parent Company thereof so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee Requirements and Section 5.12 and (b) the security interest of the Secured Parties in the Collateral and the Credit Support Collateral, taken as a whole, is not materially impaired (including by a material portion of the assets that constitute Collateral or Credit Support Collateral immediately prior to such IPO Reorganization Transaction no longer constituting Collateral or Credit Support Collateral) as a result of such IPO Reorganization Transaction.