IPO Matters Sample Clauses

IPO Matters. In connection with the initial public offering of the Company, the Executive will exchange his equity interests in Xerium, S.A. for securities of the Company. The Executive understands that, whereas the equity interests in Xerium, S.A. were subject to substantial restrictions on disposition (including, in the case of options, a prohibition against selling any of the shares underlying such options for three years following the date of grant of the applicable options, and, in the case of shares issued under the share purchase program, a prohibition against selling such shares for three years following their purchase), the securities of the Company to be held by the Executive following the initial public offering will not be subject to any restrictions on disposition, other than restrictions arising under applicable law and restrictions contained in a “lock-up” agreement to be entered into by the Executive with the underwriters of the initial public offering (and the Executive agrees to enter into such a lock-up agreement substantially in the form entered into by other executives of the Company, provided that the term of such lock-up agreement shall not restrict disposition of the securities of the Company held by the Executive for more than 180 days following the consummation of the initial public offering, subject to customary extensions not to exceed 45 days). The Executive further understands that he will be entitled to receive proceeds from the initial public offering, either as a direct seller in the offering or otherwise in exchange for a portion of the securities of the Company held by the Executive, as reflected in the prospectus relating to the initial public offering. Except as specifically provided in the immediately preceding sentence, the Executive shall not participate as a seller in the initial public offering or otherwise receive any portion of the proceeds of such offering in respect of the securities of the Company held by the Executive.
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IPO Matters. (a) Subject to the terms of this Agreement, Seller shall sell its Shares in the IPO and in connection with such sale shall enter into and perform its obligations under an underwriting agreement with the managing underwriter, in customary form, and with respect to provisions that are applicable to the Seller as a selling stockholder in substantially the form attached hereto as Exhibit G. In addition, Seller shall execute, deliver and perform their obligations under all other documents customarily required of a selling stockholder in an underwritten public offering, including a power of attorney and custody agreement, in all such cases in customary form reasonably satisfactory to the Seller.
IPO Matters. The IPO will be conducted substantially in accordance with the terms of the PCS Restructuring Agreement.
IPO Matters. If any initial public offering of the Company’s Equity Securities is approved in accordance with this Agreement, then the Company may effect a conversion, recapitalization, reorganization or exchange of securities of the Company or any portion of the Company or any Subsidiary of the Company into one or more corporations, limited liability companies, limited partnerships or other business entities in order to effect such initial public offering without the need for the approval of any Members or the holders of any Units, provided that each Member receives capital stock or other securities with substantially similar economic and other rights, privileges and preferences as those possessed by the Units held by the applicable Member immediately prior to the consummation of such transaction (other than to the extent otherwise provided in this Agreement). The Company shall pay the reasonable, documented out of pocket expenses incurred by the Members in connection with such a conversion, recapitalization, reorganization or exchange, and the Members agree to enter into such agreement or agreements as may be necessary in order to preserve the rights and obligations of the Members hereunder as in effect immediately prior to the consummation of such initial public offering (other than to the extent otherwise provided in this Agreement). [SIGNATURE PAGES FOLLOW]
IPO Matters. 31 Section 5.4. Tax Matters.............................31 Section 5.5. Brokers or Finders......................31
IPO Matters. (a) All of the net proceeds of the shares of Series 1 PCS Stock sold in the IPO will be allocated to the PCS Group. Sprint will select the lead (book-running) managing underwriter(s) for the IPO, and the Cable Partners shall select a co-lead managing underwriter (who shall be reasonably acceptable to Sprint) (such underwriters as selected by Sprint and the Cable Partners being the "Underwriters"). Except as provided in Section 6.2 and this Section 6.3, Sprint will have sole discretion to determine the pricing and other terms of the IPO. The total proceeds raised in the IPO (net of underwriting commissions and discounts and excluding the proceeds from any exercise of the Top-Up Rights) are referred to herein as the "Total Proceeds".
IPO Matters. From and after the date hereof, Purchaser shall, at Purchaser’s sole cost and expense, promptly deliver notice to Sellers of the filing of the registration statement filed in connection with the IPO and all amendments thereto.
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IPO Matters. If IPO has not consummated by June 30, 2020, then on or before July 15, 2020, Borrowers shall deliver to Lender updated financial projections satisfactory to Lender indicating sufficient cash flow to satisfy Borrower’s payment obligations to Lender hereunder. Notwithstanding the prohibition in Sections 4(e) (ix) and 4(e)(xii), MIT’s acquisition by NLM Holding Co., Inc. (“Parent”) in connection with IPO as contemplated in the Reorganization Transaction shall not constitute an Event of Default hereunder as long as, within one (1) day of the consummation of the Reorganization Transaction, Parent executes and delivers to Lender (i) the joinder agreement attached hereto as Exhibit F to join as a coborrower under this Agreement, (ii) a Corporate Resolutions and Incumbency Certificate duly executed by an authorized officer of Parent, along with copies of Parent’s certificate of incorporation certified by the Delaware secretary of state and its bylaws, and (iii) a warrant to purchase stock of Parent in substantially similar form as Exhibit E attached hereto (the “Warrant”). The obligations to deliver the Warrant to Lender under this Section 4(f)(iii) shall survive the termination of this Agreement.
IPO Matters. 9.1 Each of Highbridge Entity hereby consents to and irrevocably waives any objections to:
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