IBGI definition
Examples of IBGI in a sentence
If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to IBGI, IBGI and IBG Holdings shall employ the Reconciliation Procedures.
Unless otherwise permitted by the managing member of IBG Holdings and the IBGI Board, no IBG Holdings Member may acquire shares of Common Stock in connection with any Public Offering described in Section 4.3(a).
Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the “Public Offering Redemption Price”).
On the IPO Effective Date, IBG LLC shall transfer to IBG Holdings the 100 shares of Class B Common Stock, par value $0.01 per share, of IBGI then held by IBG LLC, which shares represent all of the authorized, issued and outstanding shares of such Class B Common Stock.
Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Mandatory Redemption Notice at a purchase price for share equal to the Public Offering Redemption Price.
Upon completion of the Initial Purchase, the Contribution with respect to the IBG LLC membership interests held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ individually shall be consummated, IBG LLC shall admit IBGI as its sole managing member pursuant to the IBG LLC Operating Agreement, and the books and records of IBG LLC shall be updated to reflect the Initial Purchase.
A properly completed Redemption Request must be delivered to IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 4.1. Once delivered, a Redemption Request shall be irrevocable.
IBG Holdings (with the prior approval of the IBGI Board) shall be entitled to cause one or more redemptions (each such redemption, a “Mandatory Redemption”) with respect to all or some IBG Holdings Shares, in IBG Holdings’ discretion, at any time following the first anniversary of the IPO Date.
IBGI shall pay the cash consideration set forth in clause (a) above on the IPO Date by wire transfer of immediately available funds to an account designated in writing by IBG Holdings.
In the event an IBG Holdings Member becomes liable to IBGI or any of its Affiliates for any reason, IBGI (or its Affiliates, as applicable) may set-off such liabilities against any Purchase consideration otherwise payable to IBG Holdings under Article IV of this Agreement.