IPO Restructuring definition

IPO Restructuring means, in connection with the formation of Holdco, a restructuring in which (i) LVSI will form Holdco as a wholly-owned subsidiary which, in turn, will form a wholly-owned subsidiary (“Merger Co”), (ii) LVSI will merge with and into Merger Co. with LVSI being the surviving corporation, and (iii) the stockholders of LVSI immediately prior to the merger described in clause (ii) will receive shares in Holdco in exchange for their shares of common stock of LVSI. Upon completion of the merger described in clause (ii), Holdco will own 100% of the common stock of LVSI.

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IPO Restructuring means the transfer or assignment of a Retained Business or a Transferred Ag Business by any entity owned by any member of the Distributing Group other than members of the Controlled Group in anticipation of the transfer by Distributing of the Transferred Ag Businesses to Controlled pursuant to the Separation Agreement.

IPO Restructuring means all changes to the documentation, structure and arrangements for the Partnership and each of the other Lineage Entities in order to transition such entities from a private company structure to a public company structure, support the next phase of growth in the Lineage REIT business and allow for an orderly settlement of pre-IPO legacy holdings following the Lineage IPO, including all changes of any kind made during the period leading up to the consummation of the Lineage IPO, including the changes made to all of the agreements entered into at the Effective Time.

Examples of IPO Restructuring in a sentence

• Effective as of the Effective Date (as defined below), the Lenders, the Administrative Agent and the Collateral Agent waive any non-compliance under the Credit Agreement that may arise solely to the extent necessary to give effect to the IPO Restructuring Transactions, other than compliance with the procedures and obligations set forth in Sections 5.06 and 5.11 of the Credit Agreement and Section 4 of this Amendment.

• Notwithstanding the foregoing, in the event of the IPO Restructuring, as defined below, the Holder shall have the option, in lieu of the provisions of this Section 3(b), to exercise its rights pursuant to Section 5.

• In connection with an IPO Restructuring, the Board will exchange, convert or otherwise restructure the Units into, or with (as the case may be), securities of Newco which reflect and are consistent with the terms of the Units as in effect immediately prior to such IPO Restructuring with respect to value, vesting and other rights and restrictions, all as reasonably determined by the Board.

• Notwithstanding the foregoing, the Board of Managers shall not approve the IPO Restructuring unless it shall have determined in good faith that a Public Offering can reasonably be expected to be consummated within sixty (60) days of the IPO Restructuring and the IPO Restructuring shall only occur on the day prior to the closing of the Public Offering.

• In the event that the IPO Restructuring is completed prior to the full exercise of this Warrant, the Holder, in its sole discretion and as evidenced by written notice to the Company at any time prior to the IPO Date, shall have the right to elect to cause the Company and Newco to issue to Holder a new warrant of Newco to replace this Warrant (the “New Warrant”), which New Warrant shall be issued prior to the completion of the IPO.

More Definitions of IPO Restructuring

IPO Restructuring has the meaning set forth in Section 9.9(b)(i).

IPO Restructuring means the series of transactions occurring prior to or in connection with the IPO resulting in Corporate Taxpayer being a holding company and its principal asset consisting of interests in OpCo.

IPO Restructuring has the meaning given in the Company Operating Agreement.

IPO Restructuring means the series of transactions contemplated by the Restructuring Agreement relating to (i) any transfer or assignment of the Transferred Business and any Transferred Business Company to Conoco and the Conoco Affiliates, (ii) any transfer or assignment of the Retained Business and any Retained Subsidiary from Conoco and the Conoco Affiliates, (iii) any other transaction undertaken to restructure or separate the Transferred Business and the Transferred Business Companies, on the one hand, and the Retained Business and the Retained Subsidiaries, on the other hand, in connection with the IPO, and (iv) any cash dividend or distribution from Conoco or any Conoco Affiliate necessary to ensure that Conoco and the Conoco Affiliates will have an aggregate amount of cash and cash equivalents equal to the Target Cash Amount in accordance with Section 9.1(a) of the Restructuring Agreement. EXHIBIT 10.13

IPO Restructuring is defined in Section 10.6.

IPO Restructuring shall have the meaning ascribed to it in Section 12.4(a).

IPO Restructuring means, in connection with the formation of Public Co., a restructuring in which LVSI will obtain a non-voting (or non-controlling) limited liability company interest in Venetian and a controlling interest in Public Co.