IPO Reorganization definition

IPO Reorganization means the transfer of all or substantially all of Holdings' assets (including, without limitation, all Equity Interests in the Borrower and Opco GP) and liabilities to CapCo II and the dissolution, liquidation or winding up of Holdings in connection with or in contemplation of an initial public offering of the shares of common stock of CapCo II.

IPO Reorganization means the transactions taken in connection with and reasonably related to the consummation of an initial public offering of the common Equity Interests of Holdings or any parent of Holdings so long as that after giving effect to all such transactions the security interests of the Lenders in the Collateral and Guarantees of the Secured Obligations, taken as whole, would not be materially impaired.

IPO Reorganization is defined in the recitals of this Agreement.

Examples of IPO Reorganization in a sentence

• Nothing contained in the Indenture or in any Securities or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (whether in connection with a Holdings IPO Reorganization or otherwise).

• We recorded an additional $3.2 million income tax expense for a proposed tax settlement for pre-acquisition liabilities on certain corporate entities acquired in the IPO Reorganization Transactions.

• Reorganization and IPO Reorganization In connection with the IPO, APAM and Holdings entered into a series of transactions in order to reorganize their capital structures and complete the IPO.

• All references to Operating Cash Flow, Debt Service and other such terms shall be deemed to refer to such items of EnergySolutions (or, after the IPO Reorganization, Parent) and its Subsidiaries on a consolidated basis, consistently applied, unless otherwise indicated herein.

• As part of the IPO Reorganization, we amended the Class B share-based grant agreements to eliminate the cash redemption feature of the awards.

More Definitions of IPO Reorganization

IPO Reorganization means a series of substantially contemporaneous transactions in connection with or in contemplation of an initial public offering of the shares of common stock of Parent whereby (i) Holdco becomes the direct owner of 100% of the economic and voting interest in Parent and (ii) Parent becomes the direct or indirect owner of 100% of the economic and voting interests in each of EnergySolutions and Duratek to the extent Parent does not theretofore own, directly or indirectly, 100% of the economic and voting interests in Duratek. For the avoidance of doubt, the IPO Reorganization may include, without limitation, (a) the distribution of shares of capital stock of Parent by Holdco to its direct or indirect owners, (b) the contribution of shares of capital stock of Parent to Holdco, (c) the contribution of all the outstanding equity interests in EnergySolutions to Parent and/or to a wholly owned subsidiary of Parent that is a Loan Party and (d) one or more indirect corporate investors in Holdco merges with and into, or transfers all or substantially all its assets (subject to its liabilities) to Parent, in connection with or in contemplation of an initial public offering of the shares of common stock of Parent.

IPO Reorganization means the series of reorganization transactions completed on October 27, 2020 in connection with our IPO, as described under “Organizational structure—Fourth amended and restated limited liability company agreement of QL Holdings LLC” in our registration statement on Form S-1 (File No. 333-254338), which was declared effective by the SEC on March 18, 2021.

IPO Reorganization means the transaction whereby, prior to the IPO, (i) all existing shareholders of GCAL (including the Lender) will exchange all of their shares in GCAL for an equal number and type of shares in GC Parent and (ii) GCAL will, immediately following such exchange, become the direct, wholly-owned Subsidiary of GC Parent.

IPO Reorganization means the series of transactions Artisan Partners Asset Management Inc. and Artisan Partners Holdings completed on March 12, 2013, immediately prior to the IPO, in order to reorganize their capital structures in preparation for the IPO.

IPO Reorganization is defined in the Recitals.

IPO Reorganization means the series of transactions taken immediately prior to the consummation of the IPO pursuant to which, among other things, the Company issued shares of Common Stock to, among others, the GSAM Entities.

IPO Reorganization has the meaning set forth in Section 11.17. “Joinder” has the meaning set forth in the preamble to this Agreement. “K&S Designee” has the meaning set forth in Section 4.01(b)(iii) of this Agreement.