Pre-IPO Reorganization definition

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.
Sample 1
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.
Sample 1
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.
Sample 1

Examples of Pre-IPO Reorganization in a sentence

  • General parameters: 2000 seeds per seed lot; 100 seed subsample size resulting in 20 subs evaluated via an ELISA.

  • Since the Pre-IPO Reorganization, our Board held three meetings during 2021.

  • Prior to the Pre-IPO Reorganization, Mr. White had been a member of the Board of Managers of Penelope Group GP since January 2020.

  • Prior to the Pre-IPO Reorganization, Ms. Wong had been a member of the board of managers of Penelope Group GP since February 2020.

  • Prior to the Pre-IPO Reorganization, Ms. Walden had been a member of the Board of Managers of Penelope Group GP since January 2020.

  • Prior to the Pre-IPO Reorganization, Ms. Gurwitch had been a member of the Board of Managers of Penelope Group GP since May 2020.

  • In connection with the Pre-IPO Reorganization and the IPO, each outstanding option to purchase shares of common stock of Penelope Holdings Corp., including each option held by the non-employee members of our Board, was converted into an option to purchase a number of shares of Common Stock of Olaplex Holdings, Inc.

  • The Corporation incurred legal fees to prepare the Pre-IPO Reorganization.

  • 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.

  • Prior to the Pre-IPO Reorganization (as defined herein under “Board Meetings and Executive Sessions”), Ms. Findlay had been a member of the board of managers of PenelopeGroup GP, LLC (the “Board of Managers of Penelope Group GP”) – the former general partner of Penelope Group Holdings, L.P. (“Penelope Group Holdings”) – since September 2020.

Related to Pre-IPO Reorganization

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

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

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reorganization Event has the meaning specified in Section 5.6(b).

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

  • Company Merger shall have the meaning given in the Recitals.

  • Business Combination Transaction means:

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • First Merger shall have the meaning given 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.