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.

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.

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.

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.

• Notwithstanding any other provision of this Agreement, except for any IPO Restructuring Tax and any DeKalb Tax Liability, Distributing shall be responsible for, and shall indemnify and hold harmless each member of the Controlled Group from and against, any Income Tax liability of any member of the Distributing Group, attributable to periods through and including August 31, 2000, whether or not such period constitutes a fiscal period under applicable law.

• In the event that the IPO Restructuring is completed prior to the full exercise of this Warrant, the Holder, in its sole discretion and as evidenced by written notice to the Company at any time prior to the IPO Date, shall have the right to elect to cause the Company and Newco to issue to Holder a new warrant of Newco to replace this Warrant (the “New Warrant”), which New Warrant shall be issued prior to the completion of the IPO.

• The Permitted IPO Restructuring (other than, at the election of the Borrower, the dissolution referenced in clause (f) of the definition thereof) has been consummated and the Qualified Public Offering of Holdings has been issued (or, concurrently with the effectiveness of this Agreement), each in accordance with the terms and conditions of the Permitted IPO Related Documents.

• Notwithstanding the foregoing, in the event of the IPO Restructuring, as defined below, the Holder shall have the option, in lieu of the provisions of this Section 3(b), to exercise its rights pursuant to Section 5.

More Definitions of IPO Restructuring

IPO Restructuring has the meaning given in the Company Operating Agreement.

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.

IPO Restructuring has the meaning set forth in Section 9.9(b)(i).

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.

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.

IPO Restructuring is defined in Section 10.6.

IPO Restructuring shall have the meaning ascribed to it in Section 12.4(a).