Subsidiary IPO Sample Clauses

Subsidiary IPO. In the event that both GSCP and Kelso or either GSCP or Kelso request an IPO pursuant to Section 12.9(a) and elect that such IPO occur through a Subsidiary IPO, then (i) this Agreement shall continue to remain in full force and effect with any amendments or modifications thereto as shall be effectuated by the Investor Members or Investor Member requesting such IPO in accordance with Section 12.9(a) above; provided that, following such Subsidiary IPO (A) the governance provisions herein shall apply only with respect to the Company and not with respect to any Subsidiary of the Company, (B) the Company shall not vote any shares of such existing or newly formed Subsidiary in favor of any action without the prior written consent of (I) either GSCP or at least one GSCP Director for so long as GSCP continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount and (II) either Kelso or at least one Kelso Director for so long as Kelso continues to hold an amount of Common Units that represents both the Requisite Outstanding Amount and the Requisite Original Amount, and (C) the provisions of Article XII (other than this Section 12.9) shall cease to apply, (ii) the Company and such existing or newly formed Subsidiary shall enter into a Registration Rights Agreement that is substantially similar to the Registration Rights Agreement attached as Exhibit C hereto, except that such Registration Rights Agreement will provide for rights of the Company to request registrations of its equity interests in such existing or newly formed Subsidiary (and to piggyback on such registrations) rather than providing for the rights of Members to participate directly in public offerings and (iii) the Members shall amend this Agreement or enter into such ancillary agreements as they deem necessary to permit such Members to achieve liquidity with respect to their Interest in the Company (indirectly, through the Company’s exercise of its registration rights in such existing or newly formed Subsidiary and through the Company’s use of the proceeds resulting therefrom to redeem Units from Members) to the same extent as they would have been entitled to do had there been an IPO of Newco rather than a Subsidiary IPO.
Subsidiary IPO. (i) The Issuer shall not, and shall ensure that none of its Subsidiaries shall, conduct a Subsidiary IPO if the Subsidiary whose securities are offered in connection with such Subsidiary IPO owns, directly or directly, all or substantially all of the Issuer’s assets or properties (determined on a consolidated basis); provided, however, that such Subsidiary IPO may be conducted upon the written consent of the Requisite Holders (not to be unreasonably withheld, conditioned or delayed).
Subsidiary IPO. (i) From and after the Closing, in the event of a Subsidiary IPO, JM and JT shall use his reasonable best efforts to procure that:

Related to Subsidiary IPO

Subsidiary of an Unrestricted Subsidiary The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if:
Subsidiary For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.
Excluded Subsidiaries The Borrower shall have the right, at any time with prior written notice to the Agent, to (i) designate any Subsidiary as an Excluded Subsidiary in accordance with the requirements of such definition or (ii) remove any Subsidiary from being an Excluded Subsidiary; provided that with respect to any Subsidiary, after the second designation of such Subsidiary as a Non-Excluded Subsidiary from an Excluded Subsidiary, such Subsidiary may not be re-designated as an Excluded Subsidiary at a later date.
Domestic Subsidiary Any Subsidiary that is organized under the laws of the United States of America, any state or territory thereof or the District of Columbia. Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with §2.9 hereof.
Additional Domestic Subsidiaries Promptly (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion) after the creation or acquisition of any Domestic Subsidiary (other than a Domestic Subsidiary (x) all or substantially all of the assets of which consist, directly or indirectly, of Equity Interests of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code or (y) that constitutes a joint venture entity for which the consent of a Person that is not under the Control of the Borrower or any of its Subsidiaries would be required for such joint venture entity to provide a Guarantee of the Secured Obligations) cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, and if applicable, the Equity Interests in Subsidiaries of such Person to the extent constituting Collateral, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as may be reasonably requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
Qualified IPO Subject to applicable laws, the Company and the Founder shall use commercially reasonable best efforts to effectuate the closing of a Qualified IPO within thirty-six (36) months of the date of this Agreement. In the event of the closing of a Qualified IPO, each of the Company and the Founder agree to use commercially reasonable best efforts, subject to applicable laws, to minimize restrictions on the transfer of any Series A Preferred Shares held by the Investor (or Ordinary Shares that have been converted from such Series A Preferred Shares).
QIB Subsidiary All of the Transferee’s equity owners are “qualified institutional buyers” within the meaning of Rule 144A.
Subsidiary Indebtedness The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:
any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that
Subsidiaries; Equity Interests As of the Closing Date, the Parent and the Borrower have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Company in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens. As of the Closing Date, neither the Parent nor the Borrower has any direct or indirect Equity Interests in any other Person other than those specifically disclosed in Part (b) of Schedule 6.13. All of the outstanding Equity Interests in each Subsidiary Guarantor have been validly issued, are fully paid and non-assessable and are owned by the applicable holders in the amounts specified on Part (c) of Schedule 6.13 free and clear of all Liens.