Common use of Qualifying IPO Clause in Contracts

Qualifying IPO. Notwithstanding anything in this Agreement to the contrary, the execution, delivery and performance of customary documentation (and amendments to existing documentation) and transactions governing the relations between and among the equity owners of the Borrower, the Borrower and the IPO Co., including, without limitation, the execution, delivery and performance of an amended and restated limited liability company operating agreement of S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and a tax receivable agreement by and among Parent, S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and the Continuing Equity Owners (as defined below), in each case, on customary terms for similar “Up-C” transactions; and such other transactions incidental to the foregoing as the board of directors or similar governing body of Parent shall determine, in its good faith judgment, to be reasonably necessary in order to effect a Qualifying IPO shall be permitted hereunder, in each case, not inconsistent with the other terms and provisions of this Agreement. For purposes hereof, “Continuing Equity Owners” shall mean the owner of the limited liability company interests in S▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, including The B▇▇▇▇▇▇▇ Family Trust II A U/A/D December 29, 2015 and GSB Holdings, LLC.

Qualifying IPO. Notwithstanding anything in this Agreement to the contrary, the execution, delivery and performance of customary documentation (and amendments to existing documentation) and transactions governing the relations between and among the equity owners of the Borrower, the Borrower and the IPO Co., including, without limitation, the execution, delivery and performance of an amended and restated limited liability company operating agreement of S▇▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and a tax receivable agreement by and among Parent, S▇▇▇▇▇ ▇▇▇▇▇▇▇ Holdings and the Continuing Equity Owners (as defined below), in each case, on customary terms for similar “Up-C” transactions; and such other transactions incidental to the foregoing as the board of directors or similar governing body of Parent shall determine, in its good faith judgment, to be reasonably necessary in order to effect a Qualifying IPO shall be permitted hereunder, in each case, not inconsistent with the other terms and provisions of this Agreement. For purposes hereof, “Continuing Equity Owners” shall mean the owner of the limited liability company interests in S▇▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, including The B▇▇▇▇▇▇▇▇ Family Trust II A U/A/D December 29, 2015 and GSB Holdings, LLC.