IPO arrangements Sample Clauses

IPO arrangements. Prior to or in connection with any IPO: (i) The Key Executives, acting reasonably, shall be entitled to propose one or more financial institutions of recognized national or international standing to act as underwriters (or in a similar capacity) in relation to the IPO (whether such underwriter is referred to as an underwriter, initial purchaser, placement agent, global coordinator, book-runner or otherwise) and other professional advisors in relation to the IPO (including auditors and legal advisors). Following consultation with the Key Executives, the Board, acting reasonably, shall appoint the underwriters and other professional advisors in relation to the IPO it deems appropriate. The Board and the Key Executives shall work directly with the appointed underwriters in determining the best and most appropriate price and allocation. (ii) The Parties shall, having considered the reasonable tax requirements of the Shareholders, enter into: (a) one or more agreements customary for preparation for or execution of an IPO and the rights and obligations of the Parties in connection therewith, lock-ups and provisions designed to result in, and recommended by the underwriter(s) of the IPO to facilitate, an orderly disposition of securities by the Shareholders pursuant to which each Shareholder shall agree to refrain from selling its IPO Securities for as long as directed by the Board as being commercially and reasonably desirable to facilitate the IPO; (b) any Reorganization Transactions; (c) if the Shareholders are selling IPO Securities, underwriting, entering into purchase or placement or similar agreements pursuant to which Shareholders shall make customary selling shareholder warranties, covenants and indemnities (subject to customary limitations) in favor of underwriters, purchasers or placement agents; and (d) such other agreements as may be agreed in accordance with this Agreement. (iii) The Company and its Subsidiaries shall provide, and shall cause the IPO Entity to provide, the Shareholders and Board members at that time with customary indemnification rights in connection with warranties, covenants and indemnities in any such agreements or filings in connection with the IPO or any secondary Public Offering. Nothing in this clause shall require any Shareholder to assume any obligation, incur any liability or enter into any agreement which in terms of scope or type would not reasonably be considered to be typically assumed, incurred or entered into by a sh...