Conversion to IPO Corporation Sample Clauses

Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the General Partner, at its election, may amend this Agreement to provide for a share capital, convert in accordance with Cayman Islands Law to a company limited by shares or other capital structure as the General Partner may determine, form a subsidiary holding company and distribute its shares to the Partners, move the Partnership or any successor to another jurisdiction to facilitate any of the foregoing, or take such other steps as it deems necessary to create a suitable vehicle for an offering, in each such case in accordance with the Partnership Act and applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith each Class A-1 Limited Partner agrees to cooperate with the other Class A-1 Limited Partners in good faith in order to effectuate the IPO Conversion and ensure that each Class A-1 Limited Partner receives shares (or other equity securities) and other rights in connection with such IPO Conversion substantially equivalent to its economic interest, governance, priority and other rights and privileges as such Class A-1 Limited Partner had prior to such IPO Conversion and are consistent with the rights and preferences attendant to such Class A-1 Interests as set forth in this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation. In the event the General Partner determines that the Partnership should engage in an IPO Conversion, the Class A-1 Limited Partners will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Class A-1 Limited Partners. (b) In connection with any proposed IPO Conversion, at the option of the General Partner all or any portion of the Management Interests may (i) be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such IPO Conversion (disregar...
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Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the Company may, at the election of the Requisite Holders, amend the Certificate to provide for a share capital, convert to a Delaware corporation in accordance with Section 18-216 of the Delaware Act or transfer by way of continuation to a company (having a share capital and whose owners of equity securities have limited liability) incorporated under the laws of Bermuda, in accordance with the Act and applicable Bermuda Law (in each case, the “IPO Corporation”), in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith, (i) each outstanding Common Unit (including each Management Unit, each Profits Unit and each Cl Unit) shall be converted into a number of shares of common stock, if any, of the IPO Corporation having substantially similar rights and subject to substantially similar restrictions as the applicable Common Units (including Management Units, Profits Units and Cl Units) that are provided for in this Agreement (but excluding the provisions of Article 7) equal to the product of (x) one and (y) a fraction having (A) a numerator equal to the dollar amount that would be paid with respect to such Common Unit if an amount equal to the pre-IPO value of the Company (determined in good faith by the Board) (the “Pre-IPO Value”) were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (B) a denominator equal to the dollar amount that would be paid with respect to a Series A Convertible Preferred Unit if an amount equal to the Pre-IPO Value were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (z) a fraction having a numerator equal to the amount set forth in clause (i)(y)(B) above and a denominator equal to the public offering price in the Qualified Public Offering of one share of common stock of the IPO Corporation (which price shall be estimated at the time of the IPO Conversion and adjusted upon consummation of the Qualified Public Offering), and (ii) each outstanding Preferred Unit shall be converted into a number of shares of preferred stock, if any, of the IPO Corporation having substantially similar rights, preferences, limitations and qualifications as the Preferred Units that are provided for ...
Sample 1
Conversion to IPO Corporation. (a) In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the Company may, in one or a series of transactions, merge with or convert into a corporation that is an Affiliate of the Company, or a subsidiary thereof, pursuant to an agreement and plan of merger or conversion that provides for the exchange of Units for common stock of such corporation (in any such case, the “IPO Corporation”), in accordance with applicable provisions of the Act for the express purpose of effecting a Qualified Public Offering (an “IPO Merger”). In connection therewith, each Unit outstanding immediately prior to the IPO Merger shall be converted into or exchanged for shares of common stock of the IPO Corporation in a manner that gives effect to the provisions of Section 6.1(c) such that each Member will receive shares of common stock having a value equal to the same proportion of the aggregate Pre-IPO Value that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming the value of the IPO Corporation immediately prior to such liquidation distribution was equal to the Pre-IPO Value and that all Unvested Series B Units were Vested Series B Units; provided, however, that the shares of common stock issued with respect to Unvested Series B Units shall remain subject to vesting in accordance with, and to the extent provided in, the applicable Restricted Unit Agreement; provided further, however, that if the foregoing provisions would result in the holders of Series B Units receiving either no shares or only a nominal number of shares of the IPO Corporation in the IPO Merger, then the Board, acting in good faith, shall grant to each of such holders of Series B Units options to purchase shares of common stock of the IPO Corporation that are at the time of such grant reasonably equivalent in value in the aggregate to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. In connection with the IPO Merger, the IPO Corporation and the Members shall enter into or adopt such agreements and documents as shall be necessary and appropriate to preserve the substance of the agreements of the Members provided in this Agreement. If, in connection with any proposed Qualified Public Offering approve...
Sample 1

Related to Conversion to IPO Corporation

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

  • Conversion of Company Capital Stock Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

  • Merger, Conversion, Consolidation or Succession to Business Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect of the initial Merger on Capital Stock 4 Section 2.2 Exchange of Certificates 6 Section 2.3 Treatment of Company Equity Awards 9 Section 2.4 Effect of the Subsequent Merger on Capital Stock 10 Section 2.5 Further Assurances 10

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Stock held by Unaccredited Investors (each as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 6,499,268 shares of Parent Common Stock (including Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a cash payment equal to $5.00 multiplied by the Applicable Conversation Ratio (the “Cash Merger Consideration”). “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent prior to the Closing Date an investor questionnaire reasonably acceptable to the Company certifying that such Company Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”); provided that the Company and Parent may mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor”.

  • Conversion of Company Shares (i) At and as of the Effective Time, each outstanding share of Company Common Stock (other than Dissenting Shares and shares of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub) shall be converted into the right to receive an amount (the “Merger Consideration”) equal to $27.85 in cash (without interest), upon surrender of the certificate representing such outstanding share of Company Common Stock (the “Company Stock Certificate”) in the manner set forth in Section 2.5, and as of the Effective Time, each outstanding share of Company Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Company Stock Certificate shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration (or, if applicable, to be treated as a Dissenting Share as described in Section 2.4(g)); provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or other change in the number of Company Common Stock prior to the Effective Time, it being understood that (i) the intent of such equitable adjustment is to provide the holders of Company Common Stock, Company Stock Options and Restricted Stock Units the same economic effect as contemplated by this Agreement prior to any such change and (ii) nothing herein shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (ii) At and as of the Effective Time, each Dissenting Share shall be treated as described in Section 2.4(g). (iii) At and as of the Effective Time, each share of Company Common Stock held by Buyer, Holdings, the Company or Merger Sub, or any direct or indirect wholly owned Subsidiary of Buyer, Holdings, the Company or Merger Sub shall be cancelled and extinguished without the payment of any consideration therefor.

  • Conversion of Company Preferred Stock (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock of the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger. (ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.08% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote. (iii) Each issued and outstanding share of 8.40% Cumulative Preferred Stock, Series E, of the Company ("Company 8.40% Preferred Stock," and together with Company Series A Convertible Preferred Stock and Company 8.08% Preferred Stock, "Company Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.40% Cumulative Preferred Stock, Series K, of Parent ("Parent 8.40% Preferred Stock," and together with Parent Convertible Preferred Stock and Parent 8.08% Preferred Stock, "Parent New Preferred Stock"). Each share of Parent 8.40% Preferred Stock shall have terms that are substantially identical to Company 8.40% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.40% Preferred Stock shall be entitled to three votes per share, voting together as a class with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote), on all matters submitted to a vote of stockholders of Parent, and shall be entitled to one vote per share on all matters on which the Company 8.40% Preferred Stock is entitled to vote, voting together as a class with any other shares of preferred stock of Parent at the time entitled to vote.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

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