IPO Co. definition
Examples of IPO Co. in a sentence
Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by AREP Oil & Gas or IPO Co. that is contained in or omitted from any of the foregoing documents.
Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and IPO Co. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of the Company and IPO Co. shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Following such receipt, IPO Co. shall instruct the transfer agent to effectuate the transfer of the IPO Co. Common Stock sold or disposed of by the undersigned.
None of AREP Oil & Gas or IPO Co. nor, to the knowledge of AREP Oil & Gas, any of their affiliates has taken, proposes to take, or has agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.
As of the date of this Agreement, there are no outstanding rights or obligations of IPO Co. or any of its subsidiaries to repurchase, redeem or otherwise acquire any IPO Co. Securities.
AREP Oil & Gas shall use all reasonable efforts to cause the shares of IPO Co. Common Stock to be issued in the Merger to be approved for listing on a national securities exchange or inter-dealer quotation system (an “Exchange”), subject to official notice of issuance, prior to the Effective Time.
Notwithstanding the foregoing, none of AREP Oil & Gas or IPO Co. makes any representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company that is contained in or omitted from any of the foregoing documents.
Each of AREP Oil & Gas and IPO Co. has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), the Company shall be merged with and into IPO Co. (the “Merger”).
Upon the consummation of such transaction, the Members shall enter into a securityholders, registration rights or similar agreement with such IPO Co in form and substance determined in good faith by the Board to provide the Members the relative rights and restrictions set forth in the Registration Rights Agreement.