Pubco IPO definition

Pubco IPO the Qualified IPO of Pubco relating to Pubco’s registration statement on Form S-1 (Registration No. 333-256382).
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Examples of Pubco IPO in a sentence

  • The Pubco IPO (as defined in the Credit Agreement) shall have been or, substantially concurrently with the initial funding of the Tranche B Term Loans by the Tranche B Term Lenders hereunder shall be, consummated and the gross proceeds thereof shall be at least $600,000,000.

  • Abrasion may be induced by many sources from outside and inside the system.

  • Wherever the term Units is used herein in reference to a time after a Pubco IPO, it shall be deemed to refer instead to the Class A common stock Pubco, as applicable.

  • The number of Equity Securities attributable to each Vesting Date will be computed shortly after the Pubco IPO as provided in the preceding sentence, and will not vary from one Vesting Date to another.

  • Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company (or following a Pubco IPO, Pubco) and the Holder.

  • For the avoidance of doubt, in the event of a Pubco IPO, the Warrant shall be exercisable for shares of Class A common stock of Pubco based upon the value per Unit as it may be exchangeable into Pubco Class A common stock (and subject to appropriate adjustments as set forth herein).

  • For purposes of this Section 2(c), Pubco shall be deemed to have “initiated” the Pubco IPO if it files a registration statement with the U.S. Securities and Exchange Commission, if the Pubco IPO is to occur in the United States, or takes other comparable steps in any applicable foreign jurisdiction, if the Pubco IPO is to occur in a non-U.S. jurisdiction.

  • Payments of Equity Securities under this Section 2(c) will be made within 60 days after the applicable Vesting Date, or if later, upon the closing of the Pubco IPO, provided that if a Pubco IPO shall have been initiated before the 60th day following a Vesting Date but not completed by March 1 of the year following such Vesting Date, the applicable vested and outstanding Award amount shall be paid to Executive in cash by March 15th of such year.

  • In the event a case is thrown out by a prosecutor or sentenced verdict of not-guilty is reached by the court, the content of the accusation, the explanation for the prosecution’s dismissal of the case, and the verdict should be carefully examined to determine if any punishment is necessary and to ensure that administrative responsibility has been duly taken.

  • The number of Equity Securities to be issued to the Executive of each such date shall be determined by dividing the portion of the Award that becomes vested on such date by the price per share of Equity Securities paid by the public in the Pubco IPO.

Related to Pubco IPO

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • PubCo has the meaning set forth in the Preamble.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • QIPO means the consummation of a firm commitment underwritten public offering of the Company’s shares, netting to the Company at least US$ 30,000,000 (Thirty Million), at an offering price per share in excess of 3 (three) times the Original Issue Price of the Series BB-1 Preferred Shares.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Luxco is defined in the Preamble.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).