IPO Payment definition

IPO Payment means Lender’s receipt, in immediately available funds, of the cash proceeds received by Purchaser in connection with Purchaser’s initial public offering of its common stock (the “Initial Public Offering”), net of all fees, commissions, costs and expenses, including the legal, audit and actuarial fees and expenses, roadshow, travel and printing costs, filing, listing and Blue Sky fees and costs, transfer agent and registrar costs and all related meeting and travel expenses (“Expenses”) incurred (in each case, whether paid, billed or accrued) in connection with the Initial Public Offering (the “IPO Expenses”), which net proceeds must be at least $15,000,000.00 (the “IPO Proceeds”), for application to the Obligations under and as defined in the Purchaser Loan Agreement. For the avoidance of doubt, the IPO Proceeds and IPO Expenses shall exclude any proceeds received by Purchaser and any Over-Allotment Option Expenses (as defined below) incurred by Purchaser, respectively, in connection with the exercise by the underwriters in the Initial Public Offering of the Over-Allotment Option (as defined below). The IPO Expenses and the IPO Proceeds shall be determined by Purchaser in its reasonable discretion.
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IPO Payment is a payment with respect to each AR in an amount equal to .00001% of the total equity value of the Company determined by the Committee by reference to the value of the Company’s IPO based on the “Price to Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s IPO, minus the Adjusted Base Price.
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Examples of IPO Payment in a sentence

  • Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment to the Management Services Agreement, or the termination thereof, executed or made in connection with a Qualifying IPO; provided, that the payments made in connection therewith shall not exceed the Qualifying IPO Payment.

  • Notwithstanding anything to the contrary in the Credit Documents, the Lenders hereby consent to (i) the redemption of the Senior Notes by the Company pursuant to a Qualifying Senior Notes Redemption, (ii) the payment of the Qualifying IPO Payment and (iii) the redemption by Holdings of all preferred stock of Holdings pursuant to a Qualifying Preferred Stock Redemption.

  • Notwithstanding anything to the contrary in the Credit Documents, the Lenders hereby consent to (i) the redemption of the Senior Notes by the Borrower pursuant to a Qualifying Senior Notes Redemption, (ii) the payment of the Qualifying IPO Payment and (iii) the redemption by Holdings of all preferred stock of Holdings pursuant to a Qualifying Preferred Stock Redemption.

  • If the IPO Payment is made in shares, the number of shares to be issued shall be equal to the quotient of the amount of the IPO Payment otherwise payable in cash divided by the price to the public (before underwriting discount) in the Qualified IPO.

  • The Administrative Agent and the Lenders hereby consent to the completion of all activities in connection with the IPO, provided (a) NMLP makes the IPO Payment in connection therewith, and (b) the Administrative Agent approves, in its reasonable discretion, the final legal and economic structure and consequences of the IPO, if same materially differs from that contemplated in Exhibit Q.

  • On each Principal Payment Date, NMLP shall pay principal in quarterly installments of the NMLP Pre IPO Payment Amount.

  • Subject to the terms and conditions set forth herein, including the execution and delivery of the Purchaser Loan Agreement, but effective only upon the IPO Payment (as defined below), Lender hereby releases Sellers from any liability for repayment of the principal and interest under the terms of the Seller Loan Agreements, and any other obligations under the Seller Loan Agreements, to the extent such obligations arise from matters not caused by them first occurring from and after the Closing Date.

  • Commencing on the first Principal Payment Date after receipt of the IPO Payment and continuing on each Principal Payment Date thereafter, NMLP shall pay principal in quarterly installments of the NMLP Post IPO Payment Amount.

  • Commencing on October 15, 2005, and continuing on the fifteenth day of each January, April, July and October thereafter (each, a “Principal Payment Date”), T-Two shall pay principal in installments of $1,312,500.00 (the “T-Two Pre IPO Payment Amount”).

  • In consideration of the release described in Section 1.3(a) above, and as one of the conditions precedent thereto, each Seller hereby jointly and severally agrees to pay to Lender a collateral release fee (the “Release Fee”) in the amount of $260,343.00 in immediately available funds on the date of the IPO Payment.