IPO Restructuring definition

IPO Restructuring means the transfer or assignment of a Retained Business or a Transferred Ag Business by any entity owned by any member of the Distributing Group other than members of the Controlled Group in anticipation of the transfer by Distributing of the Transferred Ag Businesses to Controlled pursuant to the Separation Agreement.
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IPO Restructuring means, in connection with the formation of Holdco, a restructuring in which (i) LVSI will form Holdco as a wholly-owned subsidiary which, in turn, will form a wholly-owned subsidiary (“Merger Co”), (ii) LVSI will merge with and into Merger Co. with LVSI being the surviving corporation, and (iii) the stockholders of LVSI immediately prior to the merger described in clause (ii) will receive shares in Holdco in exchange for their shares of common stock of LVSI. Upon completion of the merger described in clause (ii), Holdco will own 100% of the common stock of LVSI.
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IPO Restructuring has the meaning given in the Company Operating Agreement.
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Examples of IPO Restructuring in a sentence

  • Effective as of the Effective Date (as defined below), the Lenders, the Administrative Agent and the Collateral Agent waive any non-compliance under the Credit Agreement that may arise solely to the extent necessary to give effect to the IPO Restructuring Transactions, other than compliance with the procedures and obligations set forth in Sections 5.06 and 5.11 of the Credit Agreement and Section 4 of this Amendment.

  • Upon information and belief, in connection with the Blackstone IPO Restructuring, Blackstone’s then-existing owners contributed to Blackstone Holdings II L.P. one or more of the operating entities included in Blackstone Group’s historical combined financial statements.

  • In connection with the Blackstone IPO Restructuring and IPO, Blackstone carried out a series of other reorganization transactions.

  • Upon information and belief, in connection with the Blackstone IPO Restructuring, Blackstone’s then-existing owners contributed to Blackstone Holdings III L.P. one or more of the operating entities included in Blackstone Group’s historical combined financial statements.

  • Upon information and belief, in connection with the Blackstone IPO Restructuring, Blackstone’s then- existing owners contributed to Blackstone Holdings IV L.P. one or more of the operating entities included in Blackstone Group’s historical combined financial statements.

  • In connection with the Blackstone IPO Restructuring, four additional entities were established as the immediate parent entities of Blackstone Holdings (collectively, the “Blackstone Disregarded Entities”): Blackstone Holdings I/II GP Inc.

  • Upon information and belief, in connection with the Blackstone IPO Restructuring, Blackstone’s then-existing owners contributed to Blackstone Holdings I L.P. one or more of the operating entities included in Blackstone Group’s historical combined financial statements.

  • The Blackstone IPO Restructuring had been planned months before it was actually implemented.

  • In essence, as a result of the Blackstone IPO Restructuring, Blackstone was reorganized as a holding partnership.

  • Upon information and belief, in connection with the Blackstone IPO Restructuring, Blackstone’s then- existing owners contributed to Blackstone Holdings V L.P. one or more of the operating entities included in Blackstone Group’s historical combined financial statements.


More Definitions of IPO Restructuring

IPO Restructuring means the series of transactions occurring prior to or in connection with the IPO resulting in Corporate Taxpayer being a holding company and its principal asset consisting of interests in OpCo.
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IPO Restructuring means the series of transactions contemplated by the Restructuring Agreement relating to (i) any transfer or assignment of the Transferred Business and any Transferred Business Company to Conoco and the Conoco Affiliates, (ii) any transfer or assignment of the Retained Business and any Retained Subsidiary from Conoco and the Conoco Affiliates, (iii) any other transaction undertaken to restructure or separate the Transferred Business and the Transferred Business Companies, on the one hand, and the Retained Business and the Retained Subsidiaries, on the other hand, in connection with the IPO, and (iv) any cash dividend or distribution from Conoco or any Conoco Affiliate necessary to ensure that Conoco and the Conoco Affiliates will have an aggregate amount of cash and cash equivalents equal to the Target Cash Amount in accordance with Section 9.1(a) of the Restructuring Agreement.
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IPO Restructuring is defined in Section 10.6.
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IPO Restructuring means a series of transactions conducted since 2007 by and among the Company, Shanghai Golden Monkey Group Co., Ltd., a limited liability company established under the Laws of the PRC and with its registered address at 0000 Xx'xxx Xxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxxx, the PRC) and certain of their respective Affiliates whereby certain assets and subsidiaries of Shanghai Golden Monkey Group Co., Ltd. were transferred to the Company and/or Target Subsidiaries and became part of the Target Group.
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IPO Restructuring means, in connection with the formation of Public Co., a restructuring in which LVSI will obtain a non-voting (or non-controlling) limited liability company interest in Venetian and a controlling interest in Public Co.
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IPO Restructuring has the meaning set forth in Section 9.9(b)(i).
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Related to IPO Restructuring

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring has the meaning set forth in the Recitals.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.