Approved IPO Sample Clauses
The Approved IPO clause defines the conditions under which an initial public offering (IPO) of a company's shares is considered acceptable or meets the agreed standards set by the parties involved. Typically, this clause specifies criteria such as the minimum valuation, the type of stock exchange, or the amount of capital to be raised for the IPO to qualify as "approved." For example, it may require that the IPO occurs on a recognized exchange and achieves a certain price per share. The core function of this clause is to ensure that all parties have a clear, mutual understanding of what constitutes a successful IPO, thereby preventing disputes and aligning expectations regarding exit opportunities.
Approved IPO. (a) Each of the Major Stockholders and the Company agrees that at any time two (2) or more Major Stockholders, each beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder, desire to pursue the Approved IPO and provide the Company and each other Major Stockholder written notice of such desire delivered in accordance with Section 6.10 (the date such notice shall have been delivered, the “Approved IPO Notice Date”), the other Stockholders shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Approved IPO; provided, however, that if such Approved IPO, following the exercise of commercially reasonable efforts by the Company, shall not have been consummated prior to the date that is six (6) months following the Approved IPO Notice Date, the pursuit of the Approved IPO shall be abandoned at the election of at least one Major Stockholder beneficially owning Securities constituting more than 51% of the Original Ownership of such Major Stockholder wishing to pursue the Drag-Along Transaction or the Sale in accordance with Section 5.1 upon the delivery by such Major Stockholder(s) of notice of such election in accordance with Section 6.10 to the other Major Stockholders and the Company.
(b) To the extent required by the managing underwriter in connection with the Approved IPO, the Company and the Major Stockholders shall use commercially reasonable efforts to cause the terms of this Agreement as shall be designated by the managing underwriter as materially unfavorable to the marketing of the Approved IPO (but excluding those terms set forth in Article III and Sections 4.2 and 6.2) to be modified or terminated; provided, that the terms described in Article II (other than Section 2.6 which shall be of no further force or effect upon consummation of an Approved IPO) shall only be modified or terminated to the extent necessary to meet applicable listing requirements of any securities exchange or quotation system on which the Common Stock of the Company is listed or quoted following such Approved IPO.
(c) With respect to the Approved IPO: (i) in the event a Major Stockholder desires to include its Securities in the Approved IPO registration and treat such registration as an Individual Demand or Collective Demand, the provisions of Section 3.1 and, to the extent applicable, Sections 3.3 through 3.7, shall apply and (ii) otherwise, the provisions of Section 3.2 ...
Approved IPO. Any IPO of the Company effected or determined to be effected in accordance with this Section 9.07 or Section 11.01 is referred to herein as an “Approved IPO”.
(a) Any IPO of the Company prior to the date that is thirty (30) complete calendar months following the Restatement Date (the “Initial IPO Period”) shall require the approval of Directors then serving on the Board that were designated by Members that collectively hold a majority of all Common Units held by Members then entitled to designate one or more Directors to serve on the Board, which Board approval must also include a Director designated by each of the WME Member, SL Member and KKR Member (if any Director designated by each such Member is then serving on the Board).
(b) Any IPO of the Company following the expiration of the Initial IPO Period and prior to the fifth (5th) anniversary of the Restatement Date shall require the approval of Directors then serving on the Board that were designated by Members that collectively hold a majority of all Common Units held by Members then entitled to designate one or more Directors to serve on the Board, which Board approval must also include a Director designated by each of the WME Member, SL Member and KKR Member (if any Director designated by each such Member is then serving on the Board); provided, that if such IPO satisfies the Minimum Exit Valuation, then such Board approval must include a Director designated by at least two (but shall not require all) of the WME Member, SL Member or KKR Member (if any Director designated by each such Member is then serving on the Board).
Approved IPO. Each Major Party agrees that at any time the other Major Party desires to pursue an Approved IPO, it will, and will cause its Group to, support and do all things necessary to approve, and to cause the board of directors to approve, the Approved IPO. To the extent required by the managing underwriter in connection with the Approved IPO, the Major Parties shall do all things necessary to cause the terms of the Stockholders Agreement as shall be designated by the managing underwriter as materially unfavorable to the marketing of the Approved IPO (but excluding those terms described in paragraphs 1(C), (D), (E), (F) and (H) above and paragraph 2 below) to be modified or terminated; provided, that the terms described in paragraph 1(B) above shall only be modified or terminated to the extent necessary to meet applicable listing requirements.