Pre-IPO Reorganization definition

Pre-IPO Reorganization means a transaction or series of transactions effected in connection with preparing any securities of the Company or any of its Subsidiaries to be listed on a securities exchange or sold in an offering registered under the securities laws of any jurisdiction. A Pre-IPO Reorganization may be effected by means of a compulsory sale, contribution and/or exchange of Equity Interests, a merger, recapitalization, consolidation, transfer, scheme of arrangement or other transaction.
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Pre-IPO Reorganization means the contribution and transfer by the Shareholders of all their shares in the Borrower to the Dutch Guarantor in exchange for shares in the Dutch Guarantor upon the completion of which the Dutch Guarantor is the sole shareholder of the Borrower (except for the Borrower holding shares in itself) and the Shareholders are the sole shareholders in the Dutch Guarantor.
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Pre-IPO Reorganization means a corporate reorganization of IT Outsourcing S.L. or any Affiliate thereof carried out exclusively in contemplation of an IPO. “Prime Rate” means the variable rate of interest, per annum, most recently announced by Bank, as its “prime rate,” whether or not such announced rate is the lowest rate available from Bank.
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Examples of Pre-IPO Reorganization in a sentence

  • Except for (i) the issuance or sale of Qualified Equity Interests by Irish Holdings, (ii) the issuance of any Equity Interests by Irish Holdings as a result of any conversions of preferred shares of Irish Holdings, and (iii) any Pre-IPO Reorganization, Irish Holdings will not, and will not permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.

  • This Agreement and the Pre-IPO Reorganization Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

  • To the extent that any of the transactions contemplated by the Predecessor Transactions, Pre-IPO Reorganization Transactions, this Agreement or any Ancillary Agreement require any Regulatory Approvals, each of Allegheny and Supply Holdco will use its reasonable commercial efforts to obtain any such Regulatory Approvals.

  • Each of Allegheny and Supply Holdco acknowledge that certain of the transactions contemplated by the Predecessor Transactions, the Pre-IPO Reorganization Transactions, this Agreement and the Ancillary Agreements are subject to certain conditions established by applicable government regulations, orders, and approvals ("EXISTING AUTHORITY").

  • Except as described in the Prospectus, and except for those obligations and transactions that do not and will not in the aggregate result in a Material Adverse Effect, each of the Pre-IPO Reorganization Transactions and the performance of the obligations and transactions contemplated thereby have been completed as of the date hereof.

  • All actions by the appropriate parties hereto or any of their Subsidiaries necessary to give effect to the Pre-IPO Reorganization Transactions as approved by the Commission and the Predecessor Transactions have been taken and the transactions contemplated thereby have been consummated.