Common use of IPO Clause in Contracts

IPO. The Shareholders and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 5 contracts

Samples: Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)

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IPO. The Shareholders Shareholder and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix F5 Finishes nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders Shareholder for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 4 contracts

Samples: Combination Agreement (F5 Finishes, Inc), Combination Agreement (F5 Finishes, Inc), Combination Agreement (F5 Finishes, Inc)

IPO. The Shareholders and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix F5 Finishes nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 2 contracts

Samples: Combination Agreement (F5 Finishes, Inc), Combination Agreement (F5 Finishes, Inc)

IPO. The Shareholders and the Company Standard Companies understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Purchaser, Fenix nor any of its their officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Shareholders or any Standard Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 2 contracts

Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)

IPO. The Shareholders and the Company Sellers understand and acknowledge that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all all, and that (iib) neither Fenix Parent, Purchaser nor any of its their officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to any Seller or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc)

IPO. The Shareholders Seller understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) subject to compliance with their obligations hereunder, neither Fenix Purchaser nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Seller or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proficient Auto Logistics, Inc)

IPO. The Shareholders Company and the Company Shareholders understand and acknowledge that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Purchaser nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all; provided, however, this Section 3.25 shall not apply with respect to any breach by Purchaser of any provision under this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Proficient Auto Logistics, Inc)

IPO. The Corporate Shareholders, the Shareholders and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company Company, the Corporate Shareholders or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Combination Agreement (Fenix Parts, Inc.)

IPO. The Shareholders Owner understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Purchaser nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Owner or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Contribution Agreement (Proficient Auto Logistics, Inc)

IPO. The Shareholders Seller understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) subject to compliance with their obligations hereunder, neither Fenix Parent nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Seller or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

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IPO. The Shareholders Company and the Company Shareholders understand and acknowledge that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Purchaser, Parent nor any of its their officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all; provided, however, this Section 3.25 shall not apply with respect to any breach by Purchaser or Parent of any provision under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

IPO. The Shareholders Owner understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Parent nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Owner or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Purchase Agreement (Proficient Auto Logistics, Inc)

IPO. The Shareholders Shareholder and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders Shareholder for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Industrial Building Lease (Fenix Parts, Inc.)

IPO. The Shareholders Members and the Company understand and acknowledge that (i) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (ii) neither Fenix nor any of its officers, directors, agents or representatives, nor any Underwriter, will have any liability to the Company or the Shareholders Members for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Combination Agreement (Fenix Parts, Inc.)

IPO. The Shareholders Each Seller understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Parent nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Sellers or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

IPO. The Shareholders Each Seller understands and the Company understand and acknowledge acknowledges that (ia) there is no firm commitment, binding agreement, promise or other assurance of any kind, whether express or implied, and whether oral or written, that the Registration Statement will become effective or that the IPO pursuant the Registration Statement will occur at a particular price or within a particular range of prices or occur at all and that (iib) neither Fenix Purchaser nor any of its officers, directors, agents or representatives, nor any Underwriterunderwriters, will have any liability to Sellers or the Company or the Shareholders for any failure of the Registration Statement to become effective or any failure of the IPO to occur at a particular price or within a particular range of prices or to occur at all.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proficient Auto Logistics, Inc)

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