IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Entities and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO so long as after giving effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired and (ii) customary underwriting agreements in connection with an IPO and any future follow-on underwritten public offerings of common Equity Interests in the IPO Entity, including the provision by IPO Entity and Holdings of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of IPO Subsidiary with one or more direct or indirect holders of Equity Interests in Holdings with IPO Subsidiary surviving and holding Equity Interests in Holdings or the dividend or other distribution by Holdings of Equity Interests of IPO Shell Companies or other transfer of ownership to the holder of Equity Interests of Holdings, (d) the amendment and/or restatement of organization documents of Holdings and any IPO Subsidiaries, (e) the issuance of Equity Interests of IPO Shell Companies to holders of Equity Interests of Holdings in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell Company or Holdings or any Subsidiaries to permit Holdings to make distributions or other transfers, directly or indirectly, to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay, IPO-related expenses and the making of such distributions by Holdings, (g) the repurchase by IPO Listco of its Equity Interests from Holdings, a Borrower or any Subsidiary, (h) the entry into an exchange agreement, pursuant to which holders of Equity Interests in Holdings and certain non-economic/Voting Equity Interests in IPO Listco will be permitted to exchange such interests for certain economic/Voting Equity Interests in IPO Listco, (i) any issuance, dividend or distribution of the Equity Interests of the IPO Shell Companies or other Disposition of ownersh...
IPO Reorganization Transactions means transactions taken in connection with and reasonably related to consummating an IPO, in each case, whether or not consummated.
IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including the (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Entities and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO so long as after giving effect to such agreement and the transactions contemplated thereby, the value of the Collateral, taken as a whole, and the value of the Guarantees, taken as a whole, would not be materially impaired and (ii) customary underwriting agreements in connection with an IPO and any future follow-on underwritten public offerings of common Capital Stock in the IPO Entity, including the provision by such IPO Entity and any Affiliate thereof of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of any IPO Subsidiary with one or more direct or indirect holders of Capital Stock in Holdings or the Borrower with any IPO Subsidiary surviving and holding, directly or indirectly, Capital Stock in Holdings or the Borrower and no other material assets or the dividend or other distribution by Holdings or the Borrower of Capital Stock of IPO Shell Companies or any other transfer of ownership, directly or indirectly, to the holders of Capital Stock of Holdings or the Borrower, (d) the amendment and/or restatement of organization documents of Holdings or the Borrower and any IPO Subsidiaries, (e) the issuance of Capital Stock of IPO Shell Companies to the direct or indirect holders of Capital Stock of Holdings or the Borrower in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell Company or Holdings or the Borrower or any Subsidiaries to permit Holdings or the Borrower to make distributions or other transfers, directly or indirectly, to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay, IPO-related expenses and the making of such distributions by Holdings or the Borrower, (g) the repurchase by IPO Listco, directly or indirectly, of its Capital Stock from Holdings or the Borrower or any of its Subsidiaries, (h) the entry into an exchange agreement, pursuant to which the direct or indirect holders of Capital Stock in Holdings o...
Examples of IPO Reorganization Transactions in a sentence
We recorded an additional $3.2 million income tax expense for a proposed tax settlement for pre-acquisition liabilities on certain corporate entities acquired in the IPO Reorganization Transactions.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not intended to be indicative of the operating results that actually would have occurred if the Merger, IPO, Reorganization Transactions and amendments to Focus LLC's credit facilities had been consummated on January 1, 2018, nor is the data intended to be indicative of future operating results.
More Definitions of IPO Reorganization Transactions
IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, the Borrower, its Subsidiaries and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO and (ii) customary underwriting agreements in connection with an IPO and any future follow-on underwritten public offerings of common Equity Interests in the IPO Entity, including the provision by IPO Entity and the Borrower of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of one or more IPO Subsidiaries with one or more direct or indirect holders of Equity Interests in the Borrower with the surviving entity in any such merger holding Equity Interests in the Borrower, and the merger of such entities with any IPO Shell Company or IPO Subsidiary, (d) the issuance of Equity Interests of IPO Shell Companies to holders of Equity Interests of the Borrower in connection with any IPO Reorganization Transactions, (e) the entry into of an exchange agreement, pursuant to which holders of Equity Interests of the Borrower will be permitted to exchange such interests for certain economic/voting Equity Interests in IPO Listco, and (f) the |US-DOCS\101663612.13131839430.6||entry into of, and performance of, any Tax Receivable Agreement by any IPO Shell Company or IPO Subsidiary, in each case, so long as after giving Pro Forma Effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders in the Collateral and the Guarantees of the Obligations, taken as a whole, would not be materially impaired.
IPO Reorganization Transactions means, collectively, the internal restructuring transactions taken in connection with and reasonably related to consummating a Qualified Public Offering and not for the purpose of (i) circumventing any covenant set forth in this Agreement or (ii) permitting the release of any Collateral or the guarantee of any Guarantor, and so long as such transactions, when taken as a whole, do not have a material and adverse impact on the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties.
IPO Reorganization Transactions means any of (a) a Qualifying IPO, (b) the formation and transfer of 100% of Borrower’s Equity to a New Parent solely for purposes of a Qualifying IPO, and a concurrent pledge of 100% of Borrower’s Equity in favor of Administrative Agent, executed and delivered by a New Parent, in substantially the same form as the Pledge Agreement, (c) the conversion of Borrower from a limited liability company to another type of U.S. domestic entity solely for purposes of effecting a Qualifying IPO, and (d) such other transactions incidental to the foregoing, otherwise not inconsistent with the other provisions of this Agreement, and necessary or advisable in order to effect the foregoing, in each case, as the Board of Directors of Borrower shall determine, in its good faith judgment.
IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating a Qualifying IPO, including the (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Companies and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with a Qualifying IPO and (ii) customary underwriting agreements in connection with a Qualifying IPO and any future follow-on underwritten public offerings of common Capital Stock in the IPO Entity, including the provision by such IPO Entity and any Affiliate thereof of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of any IPO Subsidiary with one or more direct or indirect holders of Capital Stock in Holdings or any Parent Company of the Issuer with any IPO Subsidiary surviving and holding, directly or indirectly, Capital Stock in Holdings or any Parent Company of the Issuer and no other material assets or the dividend or other distribution by Holdings or any Parent Company of the Issuer of Capital Stock of IPO Shell Companies or any other transfer of ownership, directly or indirectly, to the holders of Capital Stock of Holdings or any Parent Company of the Issuer, (d) the amendment and/or restatement of organization documents of Holdings or any Parent Company of the Issuer and any IPO Subsidiaries, (e) the issuance of Capital Stock of IPO Shell Companies to the direct or indirect holders of Capital Stock of Holdings or any Parent Company of the Issuer in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell Company or Holdings, any Parent Company of the Issuer or any of their respective Subsidiaries to permit Holdings or any Parent Company of the Issuer to make distributions or other transfers, directly or indirectly, to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay, IPO-related expenses and the making of such distributions by Holdings or any Parent Company of the Issuer, (g) the repurchase by IPO Listco, directly or indirectly, of its Capital Stock from Holdings or any Parent Company of the Issuer or any of their respective Subsidiaries, (h) the entry into an exchange agreement, pursuant to which the direct or indirect...
IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Listco, (b) entry into, payments in connection with and performance of customary underwriting agreements in connection with an IPO and any future follow-on underwritten public offerings of Capital Stock in the IPO Entity, including the provision by IPO Entity and the Issuer of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of one or more IPO Listco with one or more direct or indirect holders of Capital Stock in the Issuer with the surviving entity in any such merger holding Capital Stock in the Issuer, and the merger of such entities with any IPO Listco, (d) the issuance of Common Stock of IPO Listco to holders of Common Stock of the Issuer in connection with any IPO Reorganization Transactions, (e) the entry into an intercompany note to be repaid solely with the proceeds of an IPO and payments made under such note with such IPO proceeds, (f) distributions or dividends declared in advance of any IPO to be made to any direct or indirect parent, which are to be paid solely from the proceeds of such IPO and (g) any intellectual property agreement (including any trademark, license, or intellectual property cross license), tax matters agreement, employment matters agreement, transition or other services agreement, stockholders’ agreement, registration rights agreement, master transaction agreement or other agreement of the type typically entered into in connection with a subsidiary IPO, provided that after giving effect to any IPO Reorganization Transaction described in (a), (c) or (d), except as otherwise permitted under this Indenture, all assets of the Issuer and its Subsidiaries immediately prior to such transaction will remain assets of the Issuer (including any successor) and its Subsidiaries immediately following such transaction.
IPO Reorganization Transactions means, collectively, the internal restructuring transactions taken in connection with and reasonably related to consummating a Qualified Public Offering and not for the purpose of (i) circumventing any covenant set forth in this Agreement or (ii) permitting the release of any Collateral or the guarantee of any Guarantor, and so long as such transactions, when taken as a whole, do not have a material and adverse impact on the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties. For the avoidance of doubt, “IPO Reorganization Transactions” shall include the distribution or dividend by the Borrower of its Equity Interests to Holdings and the dissolution of Holdings, in each case, in connection with a Qualified Public Offering.
IPO Reorganization Transactions means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Entities and/or IPO Shell Companies implementing IPO Reorganization Transactions and other reorganization transactions in connection with an IPO so long as after giving effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired and