Approved IPO definition
Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than 225% of the then-applicable Conversion Price (as such term is defined in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of the Preferred Stock) of the Preferred Stock, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (1) a sale of not less than 17.5% of the shares of Common Stock (determined on an as-converted basis) then outstanding or (2) an issuance of newly issued shares of Common Stock that, together with the sales of Common Stock by the Major Stockholders in such public offering, would result in the Major Stockholders’ aggregate beneficial ownership, as a group, of the total issued and outstanding shares of Common Stock (on an as-converted basis) being reduced by not less than 17.5%.
Approved IPO is defined in Section 9.07.
Approved IPO will mean (x) prior to the fifth anniversary of the consummation of the Recapitalization, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering an offer and sale of Common Stock for the account of the Company to the public, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case (A) the public offering price of which is not less than 200% of the then-applicable conversion price of the New Preferred, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (x) a sale of not less than 17.5% of the shares of Common Stock then held by each Group (on an as converted basis) or (y) an issuance of newly issued shares of Common Stock that, when aggregated with the sales of Common Stock by each Group in such public offering, would result in each Group's aggregate beneficial ownership of the total issued and outstanding shares of Common Stock of the Company (on an as converted basis), when expressed as a percentage thereof, being reduced by not less than 17.5% of such percentage, and (z) thereafter, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case under this clause (y) filed or commenced no earlier than 30 days following delivery by the Company to the Major Parties of its intention to file such registration statement and covering an offer and sale of Common Stock for the account of the Company to the public, provided that in the event either Major Party elects to exercise its rights described in paragraph 1(G) below during such 30 day period, any such underwritten public offering shall not constitute an Approved IPO and shall be discontinued unless otherwise approved in accordance with the above.
Examples of Approved IPO in a sentence
If no such IPO Rebuttal is timely delivered to the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such Approved IPO Structure.
A quorum of the Board will consist of (i) with respect to any Specified Matter, an Approved Company Sale, an Approved IPO or matter that expressly requires Majority Board Approval or unanimous Board approval hereunder, all of the Directors and (ii) with respect to any other Board matter, the Directors appointed by the WME Member (or if no such Directors are then in office, all Directors).
Each Major Party agrees that at any time the other Major Party desires to pursue an Approved IPO, it will, and will cause its Group to, support and do all things necessary to approve, and to cause the board of directors to approve, the Approved IPO.
The aggregate amount of demand registration rights granted to each Group will be 6, which demand registration rights may not be exercised prior to the earlier of (x) the first anniversary of the consummation of the Approved IPO and (y) the third anniversary of the consummation of the Recapitalization.
The covenants set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 shall terminate and be of no further force or effect immediately prior to the consummation of the first to occur of (i) an Approved IPO, (ii) a sale of all or substantially all of the assets of the Company, and (iii) an Acquisition of the Company (as defined in the Company's Certificate of Incorporation).
More Definitions of Approved IPO
Approved IPO means (a) a Qualified Public Offering or (b) an initial public offering of the Company’s Common Stock that is approved by the Requisite Series E Majority; and
Approved IPO has the meaning assigned to such term Section 9.3(a).
Approved IPO means the IPO of the shares of SKG plc, the proceeds of which IPO were applied directly or indirectly (by upstreaming and/or downstreaming such proceeds by loans, repayment of loans and payment of dividends at the discretion of the Company, including, at the discretion of the Company, the downstreaming of an amount to the Company by way of share subscription and immediate upstreaming by way of repayment of part of the Smurfit Kappa Funding Loan) in all or any of the following permitted purposes: (i) in partial prepayment, redemption, defeasance or purchase of the 2012 Senior Cash Pay Notes, (ii) in full prepayment of the Acquisition PIK Note, (iii) in full prepayment of the Holdco PIK Note and (iv) towards payment of the fees and expenses of such IPO and reduction of indebtedness as set out in (i), (ii) and (iii).
Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than
Approved IPO means the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering a U.S. or non-U.S. offer and sale of Common Stock for the account of the Company to the public, (A) the public offering price of which is not less than (i)225% of the then-applicable Conversion Price (as such term is defined in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of the New Preferred Shares) of the New Preferred Shares or (ii) in the case that no New Preferred Shares are issued and outstanding at the time of the Approved IPO, $0.945, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (1) a sale of not less than 17.5% of the shares of Common Stock (determined on an as-converted basis) then outstanding or (2) an issuance of newly issued shares of Common Stock that, together with the sales of Common Stock by the New Investors in such public offering, would result in the New Investors’ aggregate beneficial ownership, as a group, of the total issued and outstanding shares of Common Stock (on an as-converted basis) being reduced by not less than 17.5%. Except as modified herein, the Agreement shall remain in full force and effect. This Amendment No. 2 to the Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Approved IPO means the proposed IPO of the shares of the Parent or a Holding Company of the Parent to occur in the year 2007 and where the IPO Proceeds of such IPO are to be applied directly or indirectly (by upstreaming and/or downstreaming such proceeds by loans, repayment of loans and payment of dividends at the discretion of the Company, including, at the discretion of the Company, the downstreaming of an amount to the Company by way of share subscription and immediate upstreaming by way of repayment of part of the Smurfit Kappa Funding Loan) in all or any of the following permitted purposes: (i) in full or partial prepayment, redemption, defeasance or purchase of the 2012 Senior Cash Pay Notes, (ii) in full or partial prepayment of the Acquisition PIK Note, (iii) in full or partial prepayment of the Holdco PIK Note and (iv) towards payment of the fees and expenses of such IPO and reduction of indebtedness as set out in (i) (ii) and (iii).
Approved IPO means an initial public offering of the shares of the Guarantor on any of the New York Stock Exchange, NASDAQ, the London Stock Exchange, AIM or any other recognised and reputable stock exchange in all respects approved by the Majority Lenders. Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or another approved firm.