Specified IPO Transactions definition

Specified IPO Transactions means each of the transactions consummated in connection with the first underwritten public offering by Holdings of its Capital Stock that occurred on January 18, 2013, pursuant to the Registration Statement, including without limitation those transactions set forth on Schedule 1.
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Specified IPO Transactions means each of the transactions consummated in connection with the IPO on or after the Closing Date pursuant to or as contemplated by the Registration Statement and other transactions reasonably related thereto, including without limitation those transactions set forth on Schedule 1.01(b).
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Specified IPO Transactions means the transactions set forth on Schedule 1.01.
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Examples of Specified IPO Transactions in a sentence

  • Except in connection with Organization Documents of the Borrower and its Subsidiaries that are delivered pursuant to Section 6.01(c) after giving effect to the Specified IPO Transactions, promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other Organization Document of the Borrower or any Subsidiary.

  • The Borrower will not, and will not permit any other Loan Party to, create or acquire any additional Subsidiary unless the Borrower gives prior written notice to the Administrative Agent of such creation or acquisition (it being understood that the Administrative Agent and the Lenders have received the requisite notice of the Specified IPO Transactions as of the Effective Date) and complies with Section 8.14(a).

  • Other than the Specified IPO Transactions, no Loan Party shall engage in any business that is not a midstream services business or incidental, complementary, reasonably similar or otherwise reasonably related to those lines of business conducted by it on the date hereof or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Notwithstanding the foregoing, the Loan Parties may amend their organization documents and operating agreements as needed to effect the Specified IPO Transactions so long as Agent has received a copy.

  • No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by this Agreement, except as payable to Agents and Lenders and except in connection with the Specified IPO Transactions as set forth in the Registration Statement or otherwise disclosed to Administrative Agent on or prior to the date hereof.

  • No fractional shares of Class B Common Stock shall be issued upon the Specified IPO Transactions.

  • Effective as of the Fourth Amendment Effective Date, the following defined terms shall be deleted from Article I of the Credit Agreement: (i) Collateral Assignment of Contracts; (ii) Management Equity Proceeds; (iii) Riverstone; (iv) Riverstone Acquisition; (v) Riverstone Acquisition Agreement; and (vi) Specified IPO Transactions.

  • In addition, immediately following the Specified IPO Transactions, all issued and outstanding shares of Class B Common Stock shall automatically, without any action by the holders thereof, be reclassified as an equal number of shares of Reclassified Common Stock.

  • The Specified IPO Transactions shall be deemed to have been made and be effective immediately prior to, but contingent upon, the closing of the Specified IPO.

  • Contemporaneously with the execution and delivery hereof and the Restructuring, the Borrower will be consummating the Specified IPO Transactions, including an initial public offering of its Equity Interests (the “IPO”).


More Definitions of Specified IPO Transactions

Specified IPO Transactions means each of the transactions consummated in connection with (a) the recapitalization of PubCo, Holdings and certain subsidiaries in connection with the IPO as and to the extent separately described in the Master Reorganization Agreement, (b) the effectiveness of the IPO substantially concurrently with the Closing Date, in each case, as and to the extent separately described in the Registration Statement, and (c) the LMI Priority Distribution Payment.
Sample 1
Specified IPO Transactions means each of the transactions consummated in connection with the first underwritten public offering by Holdings of
Sample 1
Specified IPO Transactions means each of the transactions consummated in connection with the Public Offering on or after the Closing Date pursuant to or as contemplated
Sample 1

Related to Specified IPO Transactions

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • 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.

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

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Excluded Transactions means:

  • 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).

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

  • 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.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • 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.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Permitted Transactions has the meaning set forth in Section 13(B).

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

  • Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.