Unregco IPO Transaction. Collectively, the related transactions whereby: (i) certain of the contracts of Reliant Energy Retail, Inc. representing business in states other than Texas, Minnesota and Wisconsin are sold to third parties; (ii) all of the capital stock of Reliant Energy Retail, Inc. and certain other Subsidiaries of the
... Borrower is contributed by the Borrower to Reliant Energy Services; -1- (iii) (A) all of the capital stock of Reliant Energy Services is distributed by the Borrower to Reliant Energy, and then contributed by Reliant Energy to Unregco. (B) Unregco Merger Sub is merged into Reliant Energy Services with Reliant Energy Services as the surviving corporation of the merger, and with the surviving corporation of the merger becoming a Wholly-Owned Subsidiary of Unregco and the Borrower receiving shares of Reliant Energy common stock as consideration of the merger, or (C) pursuant to some other corporate transaction Reliant Energy Services becomes a Wholly-Owned Subsidiary of Unregco; (iv) the contribution of all of the assets of Reliant Energy's electricity retail operations to Unregco or a Wholly-Owned Subsidiary of Unregco; (v) the contribution of all of the capital stock of Reliant Energy's non-Borrower unregulated businesses, including (A) Reliant Energy Power Generation, Inc., a Delaware corporation, (B) Reliant Energy Net Ventures, Inc., a Delaware corporation, (C) Reliant Energy Communications, Inc., a Delaware corporation and (D) certain other Subsidiaries of Reliant Energy, by Reliant Energy to Unregco; and (vi) the issuance and sale of up to 20% of the common stock of Unregco in an initial public offering of such stock, and any changes to such steps of the Unregco IPO Transaction as described in the Texas Public Utility Commission's Final Order in Docket 21956 (so long as the resulting structure does not have, in the opinion of the Agent, a material adverse impact on the Banks).
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