Adjustment Factors and Conversion Ratios Sample Clauses

Adjustment Factors and Conversion Ratios. For purposes of determining the Per Share Class B Common Stock Preference (as defined in the Restated Certificate of Incorporation) or other distribution that is payable on the Class B Common Stock as a result of an Asset Sale or otherwise, an adjustment factor shall be applied, based on the applicable Terminal Equity Value of the Company, as determined by the Board pursuant to Section 3.13 hereof. The adjustment factors, as they correlate to the applicable Terminal Equity Values, are set forth on Schedule A attached hereto and made a part hereof (the "Adjustment Factors"). Upon or promptly following an Asset Sale with a Terminal Equity Value of [the minimum Terminal Equity Value] or more, the Company shall either cause the Company to liquidate and wind up its affairs, or it shall pay to Executive the aggregate amount that would be distributable to Executive as a holder of Class B Common Stock had the Company immediately liquidated and dissolved. In the event of an IPO or Stock Sale, the Class B Common Stock shall convert to Class A Common Stock, as provided in the Restated Certificate of Incorporation, based on the conversion ratios set forth on Schedule A attached hereto and made a part hereof ("Conversion Ratios"). The Conversion Ratios are based on the Terminal Equity Value of the Company, as determined by the Board pursuant to Section 3.13 and Schedule A.
Sample 1
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Related to Adjustment Factors and Conversion Ratios

  • Conversion Ratio The “Conversion Ratio” for each share of Series A Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

  • Conversion Rate The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

  • Conversion Privilege and Conversion Rate Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence upon the original issuance of the Securities and expire at the close of business on December 1, 2004, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 13.5323 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this ARTICLE ELEVEN.

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

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