Conditions Precedent to Consummation of the IPO Clause Samples
The 'Conditions Precedent to Consummation of the IPO' clause defines the specific requirements that must be satisfied before an initial public offering (IPO) can be completed. These conditions may include obtaining necessary regulatory approvals, securing shareholder consent, or ensuring that certain financial thresholds are met. By clearly outlining these prerequisites, the clause ensures that all parties understand what must occur before the IPO proceeds, thereby reducing uncertainty and mitigating the risk of disputes or delays.
Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCI, of the following conditions:
(a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto.
(b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted.
(c) The uBid Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Market, on official notice of issuance.
(d) uBid shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid and the Underwriters shall have been satisfied or waived.
(e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.
(f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect.
(g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken.
(h) This Agreement shall not have been terminated.
Conditions Precedent to Consummation of the IPO. The obligations of the parties to use all commercially reasonable efforts to consummate the IPO shall be conditioned on the satisfaction of all of the following conditions:
Conditions Precedent to Consummation of the IPO. The IPO closing is currently scheduled to occur on or before June 2, 2000 (the "IPO Closing Date"). The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction of the following conditions:
Conditions Precedent to Consummation of the IPO. As soon as practicable after the Separation Date, the parties hereto shall use their reasonable commercial efforts to satisfy the conditions listed below to the consummation of the IPO. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by Southern, of the following conditions:
Conditions Precedent to Consummation of the IPO. The obligations of the Parties to consummate the IPO shall be conditioned on the satisfaction of the following conditions (collectively, the "IPO Conditions"):
(a) DEBT REORGANIZATION EVENTS. Retail Ventures and DSW shall have consummated the Debt Reorganization Events;
Conditions Precedent to Consummation of the IPO. As soon as practicable after the Separation Date, the parties hereto shall use their reasonable commercial efforts to satisfy the conditions listed below to the consummation of the IPO. The IPO Closing Date is currently scheduled to occur prior to December 31, 1999. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by HP, of the following conditions:
Conditions Precedent to Consummation of the IPO. (a) Subject to Section 3.1, as soon as practicable after the date of this Agreement, the Parties hereto shall use their reasonable best efforts to satisfy the conditions to the consummation of the IPO set forth in this Section 3.3. The obligations of the Parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by AIG in its sole discretion, of the following conditions:
(i) The IPO Registration Statement shall have been declared effective by the SEC, and there shall be no stop-order in effect with respect thereto, and no proceeding for that purpose shall have been instituted by the SEC.
(ii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO shall be in effect.
(iii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the AIG Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO.
(b) The foregoing conditions are for the sole benefit of AIG and shall not give rise to or create any duty on the part of AIG or the AIG Board to waive or not waive such conditions. Any determination made by the AIG Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.
Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CBI, of the following conditions:
(a) The IPO registration statement shall have been declared effective by the Commission, and there shall be no stop-order in effect with respect thereto.
(b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 8.1 shall have been taken and, where applicable, have become effective or been accepted.
Conditions Precedent to Consummation of the IPO. As soon as practicable after the date hereof, the parties hereto shall use their reasonable efforts to satisfy the conditions listed below to the consummation of the IPO. The obligations of the parties to use their reasonable efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by M&I, of the following conditions:
Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the Separation and the settlement of the IPO shall be subject to the following conditions, which conditions shall be for the sole benefit of Parent, which conditions may be waived by Parent in its sole and absolute discretion, and any determination by Parent regarding the satisfaction or waiver of any of such conditions shall be conclusive, and which conditions shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in this Agreement or alter the consequences of any such termination from those specified in this Agreement:
(a) final approval of the Separation and the IPO shall have been given by the Parent Board in its sole discretion;
(b) the Separation shall have been completed in accordance with the provisions of Article II and the Plan of Reorganization;