Ranger IPO Entities definition

Ranger IPO Entities means PubCo, RNGR, and each of their respective direct or indirect subsidiaries, successors or assigns; provided, however, that such Persons shall only be Ranger IPO Entities beginning immediately prior to the first public issuance of shares of PubCo’s Class A common stock in connection with the Ranger IPO.
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Examples of Ranger IPO Entities in a sentence

  • The rights afforded the Company and the Ranger IPO Entities under this provision are in addition to any and all rights and remedies otherwise afforded by Law.

  • Each Member acknowledges and agrees that the covenants, obligations, and agreements contained in this Section 7.8 concern special, unique, and extraordinary matters and that a violation of any of the terms of these covenants, obligations, or agreements will cause the Company and the Ranger IPO Entities irreparable injury for which adequate remedies at law are not available.

  • The existence of any claim or cause of action a Member may have against the Ranger IPO Entities, the Company or its Affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the Company’s enforcement of the covenants, obligations, and agreements set forth in this Section 7.8. No modification or waiver of any covenant, obligation, or agreement contained in this Section 7.8 shall be valid unless the Managing Member approves the waiver or modification in writing.

Related to Ranger IPO Entities

  • IPO Entity means, at any time at and after an IPO, the Borrower or a parent entity of the Borrower, as the case may be, the Equity Interests in which were issued or otherwise sold pursuant to the IPO.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

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

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • LGP means Xxxxxxx Xxxxx & Partners, L.P.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

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

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Investor Parties has the meaning set forth in the Preamble.

  • DPWH means the Department of Public Works and Highways of the Government of the Philippines.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.

  • IPO Closing Date means the closing date of the IPO.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • 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).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Public-finance transaction means a secured transaction in connection with which:

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;