Common use of IPO Structural Considerations Clause in Contracts

IPO Structural Considerations. At any time prior to an IPO or following an IPO, upon the approval of the Board, the Company may take, and may cause any member of the Group to take, any actions necessary, appropriate or desirable: (a) to liquidate, dissolve or wind up; (b) to merge or de-merge; and/or (c) to reorganise, recapitalise or otherwise restructure the Company or any other member of the Group, (each, a “Reorganisation Transaction”) in each case, so as to optimise the corporate structure as is appropriate in light of tax, legal or other professional advice received by the Lion Parties and/or the Group for the account of all Shareholders, provided, that the Company shall not be obliged to take account of the interests of any Seller Party which is not a BVI entity in relation to such corporate structure. In connection with any Reorganisation Transaction, the Shareholders (or any of them) may receive shares or other securities of any class issued by any member of the Group (including Listed Shares), by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Shares and CPECs (collectively, “Replacement Securities”), as the case may be. For the avoidance of doubt, the term “Shares and CPECs”, whenever used in this Agreement (unless the context otherwise requires), shall be deemed to include any such Replacement Securities when issued. The number of Replacement Securities held by any Shareholder as the result of any Reorganisation Transaction will, to the extent such Replacement Securities have not been sold or otherwise disposed of by such Shareholder in any Public Offering or otherwise after such Reorganisation Transaction in accordance with this Agreement, reflect the amount of the investment prior to such Reorganisation Transaction of such Shareholder in any Shares and CPECs that are exchanged as part of such Reorganisation Transaction.