IPO Transaction definition

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

• Should the IPO Transaction not occur for any reason, this Agreement shall be null and void and of no force and effect and the Prior Employment Agreement shall continue in effect.

• In connection with the IPO Transaction, (i) Executive’s profits interest in Stripes Holdings has been converted into restricted shares of common stock of the Company and (ii) Executive has received certain stock options to purchase shares of the common stock of the Company.

• With respect to periods prior to the IPO Transaction, the Company acknowledges that all base salary and bonus amounts payable hereunder shall constitute “guaranteed payments” within the meaning of Section 707(c) of the Code (“Guaranteed Payments”).

• Notwithstanding the terms of this Section 5, following the IPO Transaction Closing Date, if and only to the extent any disclosure of information to the Collateral Agent pursuant to this Section 5 would violate, in the reasonable determination of Issuer’s General Counsel acting in good faith, any material Requirements of Law, such disclosure shall be limited solely to that portion of such information, the disclosure of which to the Collateral Agent would be in compliance with such Requirements of Law.

• In connection with the delivery of FGS Stock pursuant to Section 1(a), the Investor will execute and deliver to the Company all transaction documents (including a lock-up agreement) required of an FGS stockholder in the IPO Transaction.

More Definitions of IPO Transaction

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 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 (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. The listing and trading of KKR REIT or initial Guarantor (or any successors to KKR REIT or initial 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 is defined in Section 10.01(a).