IPO Reorganization Clause Samples

IPO Reorganization. In connection with, and as a condition precedent to, the consummation of the IPO Reorganization, Parent, Energy Solutions and the Subsidiaries will execute any further documents, financing statements, agreements and instruments, and take all further actions that may be required under applicable law, which the Collateral Agent may reasonably request, in order to preserve, protect and maintain the security interests created or intended to be created by the Security Documents, including, but not limited to, (i) a Guarantee by Parent of the Secured Obligations (to the extent Parent did not execute a Guarantee prior to the IPO Reorganization), (ii) all Pledge Amendments (as defined in the Pledge Agreements) or additional pledge agreements necessary for Parent (or the applicable Loan Party) to pledge to the Collateral Agent, for the benefit of the Secured Parties, 100% of its equity or ownership interests in each of EnergySolutions and Duratek.

IPO Reorganization. Notwithstanding anything to the contrary in this Indenture or any Note Document, including, without limitation, Section 4.17 and Article V, or the Notes, this Indenture will not restrict the ability of the Issuer to undertake a series of internal restructuring activities taken in connection with an IPO whereby the Issuer would implement a holding company organizational structure via merger pursuant to Section 251(g) of the General Corporation Law of the State of Delaware by taking the following steps (it being understood that except as expressly set forth herein, all obligations of the Issuer in the Note Documents will remain in full force and effect following the consummation of an IPO): (a) formation of a holding company (a direct, wholly owned subsidiary of the Issuer) and a merger sub (a direct, wholly owned subsidiary of the holding company) for the sole purpose of implementing the merger; (b) immediately prior to or contemporaneously with the closing of an IPO, merging merger sub with and into the Issuer, with the Issuer continuing as the surviving corporation as a wholly owned subsidiary of the holding company, and resulting in each stockholder of the Issuer becoming a stockholder of the holding company holding the same proportional equity interests as immediately prior to the merger; (c) conversion of all of the outstanding shares of the Issuer’s Series B common stock into shares of Common Stock; (d) conversion of all of the outstanding shares of the Issuer’s Series A convertible preferred stock and Series C convertible preferred stock into shares of Common Stock; and (e) the entry into and performance of any documents, agreements, actions or transactions directly related to any of the foregoing.

IPO Reorganization. (a) If the Board (subject to any approval rights under Section 6.9(g)) approves an Initial Public Offering, the Company and all Members shall be required to take reasonably necessary actions to effect an IPO Reorganization as determined by the Board. The Company shall be responsible for all reasonable expenses of effecting an IPO Reorganization and any related transactions (including any concurrent Initial Public Offering). In furtherance of the foregoing, each Member shall be required to (i) execute any and all documents and instruments reasonably requested to be executed to effect the intent and purposes of this Section 8.1, including any documents implementing an exchange of Units for equity interests of another entity included in the IPO Reorganization; (ii) make customary representations and warranties in connection therewith and (iii) execute reasonably requested letters of transmittal and powers of attorney and stock powers in connection therewith. (b) In connection with any IPO Reorganization, to the extent determined by the Board, (i) all outstanding Units will be converted into or exchanged for shares of common stock of the Corporation (or, if an Up-C Structure is used, Units of the Company shall be exchanged for or converted into common units of the Company which shall be exchangeable for common stock of the Corporation), (ii) the number of shares of common stock in the Corporation (or common units of the Company) issued to the Members shall be allocated among the Members based upon the number of the Units held by such Members and (iii) the Board may implement a “high vote/low vote” structure under which the Corporation may have two or more classes of common stock with differing (including no) votes per share. (c) In the event that the IPO Reorganization takes the form of an Up-C Structure, to the extent determined by the Board, the Members and Blocker Corporation owners shall be entitled to enter into a tax receivable agreement with the Corporation, which shall provide that the Members and Blocker Corporation owners shall be compensated in a customary manner with respect to the tax attributes realized by the Corporation that relate to the applicable Members or Blocker Corporations, including unamortized Section 743(b) basis adjustments attributable to the Units held by a Blocker Corporation prior to the Initial Public Offering, net operating loss carryforwards of a Blocker Corporation, and Section 743(b) basis adjustments realized by the Corpor...

IPO Reorganization. If the Company undertakes an initial public offering, the Members shall take such actions, including causing the Company to contribute the operating business into a successor corporation, as may be necessary to give effect to such initial public offering; provided that reasonable efforts shall be made at the request of any Member to allow such Member to convert its Company interests into an interest in any successor corporation on a tax-free basis (excepting any tax attributable to any deemed distribution to the Seller pursuant to Section 752) (“Tax-Free Basis”), and provided further that no such action shall be taken if such structure shall adversely affect any Member (other than “adverse” tax effects that are inherent in using a corporate form as opposed to partnership (for tax purposes) form); it being understood that if the IPO restructuring is not effected on a Tax-Free Basis with respect to any Member, Buyer shall use its commercially reasonable efforts to have the IPO entity enter into a “tax receivable agreement” or otherwise compensate the Company or the Members for tax attributes or benefits provided to such entity (other than tax attributes or benefits attributable to any deemed distribution to the Seller pursuant to Section 752), e.g., tax benefits received by the IPO entity upon the taxable exchange of Company interests by such Members for IPO entity shares, without adversely affecting the IPO price or terms, and any such agreements or compensation shall be issued to the Members who provided such tax attributes or benefits in accordance with the amount of tax attributes or benefits provided by each such Member.

IPO Reorganization. As of the Closing Date, the Company will have filed all notices, reports, documents or other information required to be filed by them pursuant to, and will have obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and will have otherwise complied with all requirements of, all applicable laws in connection with the consummation of the IPO Reorganization, except in each case where such failure would not, individually or in the aggregate, result in a Material Adverse Effect; the IPO Reorganization will be legal, effective and valid and in accordance with the laws of the State of Delaware.

IPO Reorganization. As of the Closing Time, the IPO Reorganization shall have been consummated in the manner described in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Corporate Structure.”

IPO Reorganization. (a) The parties hereto hereby agree that the Carlyle Parent Entities may take any and all actions not inconsistent with this Agreement and the Subscription Agreement reasonably necessary to effectuate a Qualifying Reorganization and a Qualified IPO and that the Mubadala Investors shall (1) execute any and all agreements, instruments and/or other documents (and, to the extent applicable, cause any of their Affiliates to execute any and all such agreements, instruments and other documents) as are reasonably requested by the Carlyle Parent Entities in connection with, in contemplation of or in order to implement and give effect to a Qualifying Reorganization and a Qualified IPO, (2) recontribute, free and clear of any liens or other encumbrances, to Substitute Parent Entities (and/or the IPO Entity) on terms and subject to conditions substantially equivalent to those applicable to the Class A Holders in respect of the Applicable Class A Units (each as defined below) any properties, interests or other assets that the Mubadala Investors receive in connection with any full or partial liquidation or unwinding of any of the Carlyle Parent Entities (and/or, if applicable, Carried Interest Holdco) in connection with a Qualifying Reorganization (other than Exchange Securities) and (3) take any and all other actions that are necessary or advisable in connection with, in contemplation of or in order to implement and give effect to a Qualifying Reorganization and a Qualified IPO. (b) The parties hereto hereby agree that the Carlyle Parent Entities and Parent Holding Companies may seek to undertake one or more recapitalizations, restructurings or other reorganizations (including without limitation a “unitization” of various interests in the Carlyle Companies) of some or all of the Carlyle Companies, including, without limitation, the Carlyle Parent Entities or the Partner Holding Companies (which may be undertaken in a single transaction or series of transactions) involving a recapitalization or exchange of outstanding Units of the Carlyle Parent Entities (a “Qualifying Reorganization”) and agree that any such Qualifying Reorganization effected at any time prior to a Qualified IPO will only be effected if: (A) such reorganization and recapitalization or exchange of outstanding Units of the Carlyle Parent Entities or the Partner Holding Companies either (x) will be undertaken in a manner materially consistent with the steps set forth on Schedule 2.3 to the Subscription Ag...

IPO Reorganization. As of the Closing Time, (i) the Company and its subsidiaries will have filed all notices, reports, documents or other information required to be filed by them pursuant to, and will have obtained any and all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations or qualifications required to be obtained under, and will have otherwise complied with all requirements of, all applicable laws in connection with the consummation of the IPO Reorganization, except, in each case, where such failure would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (ii) the IPO Reorganization will be legal, effective and valid and in accordance with the laws of Ireland.

IPO Reorganization. The consummation of the IPO Reorganization and any documentation necessary to consummate the IPO Reorganization have been duly authorized, by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute valid and legally binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.