IPO Transaction means either (a) an initial public offering of shares of Issuer’s Equity Interests which results in the automatic conversion of the Existing Convertible Indebtedness into Equity Interests of the Issuer in accordance with the terms of the agreement, instrument or other document evidencing any such Existing Convertible Indebtedness (“Initial Offering”), or (b) any merger or business combination of any Subsidiary of the Issuer with or into a special purpose acquisition company (“SPAC”), which results in the SPAC being the surviving corporation of such merger or business combination and a Subsidiary of the Issuer (the “SPAC Offering”) that, in either case results in any of the Equity Interests of the Issuer being publicly traded on any U.S. national securities exchange or any analogous exchange in any other jurisdiction (the “Listing”). For the avoidance of doubt, any private placement of Equity Interests of the Issuer consummated in advance of the Listing shall be deemed a related transaction of the IPO Transaction for the purposes hereof.
IPO Transaction means (i) the final closing (including any closing with respect to the sale of overallotment shares) of the first firm commitment underwritten initial public offering of Units pursuant to a registration statement filed under the Securities Act (the “IPO”), and (ii) a related pre-closing contribution or other transfer to FGS of the Company’s equity interests in FlexEnergy, Inc. and FLPS in exchange for FGS Stock (the “FGS Contribution”).
IPO Transaction means any public offering involving the issuance of direct or indirect common equity interests in Initial Guarantor or any Person to which the assets of Initial Guarantor are contributed, including pursuant to an “UPREIT” structure, on a nationally recognized stock exchange in an underwritten primary public offering subsequent to the date hereof pursuant to a registration statement under the Investment Company Act which has been declared effective by the Securities and Exchange Commission (other than a registration statement on Form X-0, X-0 or any other similar form).
Examples of IPO Transaction in a sentence
Effective immediately upon consummation of the Common Stock IPO Transaction, LAZ-MD shall automatically cease to be the Managing Member (but shall otherwise remain a Member with respect to its Interests), and FinanceCo shall be admitted as, and become, the Managing Member.
More Definitions of IPO Transaction
IPO Transaction means the initial public offering of not more than 75% of the equity of the Borrower and the receipt by Columbia or OpCo of the proceeds of such offering in an amount not less than $500,000,000.
IPO Transaction means an initial public offering under the Securities Act of 1933, as amended, of Equity Interests of the Surviving Parent.
IPO Transaction means (a) a transaction in which the common Capital Stock of the Borrower or Holdings (or any direct or indirect parent company or corporate successor (including a Subsidiary) thereof, including a special purpose acquisition company or related entity) are publicly listed (whether through an initial public offering, a direct listing or otherwise) on any national securities exchange, automated interdealer quotation system or over the counter market or analogous exchange or market in the United States (including pursuant to an “Up-C” structure) or (b) the consummation of any merger, acquisition, contribution, equity purchase or similar reorganization transaction or series of transactions resulting in the combination of Holdings (or any direct or indirect parent company or corporate successor (including a Subsidiary) thereof) and any special purpose acquisition company or similar entity (including with a direct or indirect parent or Subsidiary thereof), where the common Equity Interests of such surviving entity (or any direct or indirect parent thereof) are publicly listed on any national securities exchange, automated interdealer quotation system or over the counter market or analogous exchange or market in the United States; provided that, in each case, such IPO Transaction shall have occurred prior to December 31, 2021.
IPO Transaction means a transaction in which a Person that beneficially owns, directly or indirectly, a majority of the Interests of the Company places its shares on a listed exchange as part of an initial public offering, provided that clause (c) of the definition of Liquidity Event shall not constitute an IPO Transaction.
IPO Transaction means a transaction or series of related transactions pursuant to which: (i) AREP Oil & Gas or an affiliate of AREP Oil & Gas will, directly or indirectly, be and become the owner of 100% of the equity interests in each of National Onshore, National Offshore and the Company; (ii) IPO Co. will acquire an equity interest in AREP Oil & Gas or such affiliate; and (iii) IPO Co. will issue shares of common stock or other equity units pursuant to the S-1.
IPO Transaction means the listing and trading of REIT or Guarantor (or any successors to REIT or Guarantor that do not, in each case, result in a Change of Control, unless approved by Buyer as determined in its sole discretion) on NYSE or Nasdaq.
IPO Transaction means any public offering involving the issuance of direct or indirect common equity interests in Guarantor or any Person to which the assets of Guarantor are contributed, including pursuant to an “UPREIT” structure, on a nationally recognized stock exchange in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-0, X-0 or any other similar form) pursuant to an registration statement filed with and declared effective by the Securities and Exchange Commission in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering).