Conversion upon Initial Public Offering Clause Samples

Conversion upon Initial Public Offering. In the event of a “Qualified IPO” (as defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended or restated from time to time (the “Charter”)) prior to the Next Financing, the outstanding principal balance and unpaid accrued interest on the Notes shall automatically convert immediately prior to the closing of such Qualified IPO into the shares of Common Stock of the Company at a per share conversion price equal to the product of (x) 0.75 and (y) the per share price at which the Common Stock is offered to the public in the Qualified IPO (the “IPO Conversion Price”). The number of shares of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the aggregate outstanding principal balance and unpaid accrued interest due on the Notes on the date of conversion by (ii) the IPO Conversion Price.

Conversion upon Initial Public Offering. Subject to Article IV, notwithstanding the foregoing provisions of Section 13.04, in the event that the LLC proposes to close a Qualified IPO, then: in the event the LLC is to be converted to a corporation pursuant to Section 13.04, all Common Shares and Class A Preferred Shares will, as determined by the Majority of Directors, be exchanged for either (a) equivalent securities pursuant to Section 13.04(a), or (b) common stock in the Continuing Corporation representing an equity interest therein equivalent to such Member’s equity interest in the LLC.

Conversion upon Initial Public Offering. If, after the date hereof and prior to conversion pursuant to Sections 3.1, 3.2, 3.4 or 3.5, an Initial Public Offering occurs, immediately prior to the closing of such Initial Public Offering, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of the Company’s Common Stock equal to the quotient of (i) the outstanding principal amount of the note plus accrued

Conversion upon Initial Public Offering. 3.1. In the event that the Company consummates an initial public offering of its securities by October 31, 2011 (the "IPO"), each Investor shall be entitled to elect either to (i) convert, at the closing of the IPO, all of its applicable Portion (excluding Interest) into the securities of the Company sold in the IPO at a 25% discount from the IPO offering price (the “IPO Securities” and “IPO Conversion”) or (ii) be repaid its applicable Portion at the closing of the IPO (the "Repayment"). The Company shall deliver to the Investors a copy of each preliminary prospectus and final prospectus included in the registration statement relating to the IPO (the “Registration Statement”) promptly after filing same with the Securities and Exchange Commission (the “SEC”). Each Investor shall have until two (2) days prior to the date the Registration Statement is declared effective by the SEC to notify the Company as to whether such Investor elects to convert his Portion. In order to notify the Company of his election to convert his Portion, the conversion form attached hereto as Exhibit D must be duly executed and completed by Holder and delivered to the Company. Failure to deliver the notice as aforesaid, shall be deemed as an election by the Investor to Repayment. 3.2. Upon the IPO Conversion or Repayment, as applicable, any Interest accrued on the Loan Amount shall be paid in cash and shall be distributed pro rata among the Investors. 3.3. Upon such IPO Conversion or Repayment, as applicable, the obligations of the Company with regard to the Loan Amount hereunder shall automatically terminate and the Company shall have no further obligations and the Investors shall have no further rights with respect to the Loan Amount.

Conversion upon Initial Public Offering. If there is an Initial Public Offering prior to the Maturity Date and while this Note remains outstanding, then effective upon consummation of the Initial Public Offering, this Note will automatically convert into a number of shares of Common Stock equal to the Outstanding Balance divided by the applicable Conversion Price, rounded down to the nearest whole share. In connection conversion of this Note, the Holder shall surrender this Note to the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement reasonably acceptable to the Company whereby the Holder agrees to indemnify the Company from any loss incurred by it in connection with this Note); provided that such conversion shall be deemed to occur as of the consummation of the Initial Public Offering without regard to whether Holder has then delivered to the Company this Note (or the lost note documentation where applicable). The Company covenants that all shares of Capital Stock issued upon conversion of this Note will, upon issuance, be fully paid and non-assessable and free from all taxes, liens and charges caused or created by the Company with respect to the issue thereof.

Conversion upon Initial Public Offering. If there is an Initial Public Offering prior to each of the Maturity Date and the date of any conversion of this Note pursuant to Section 3(c), then this Note will automatically convert into a number of shares of Common Stock equal to the principal amount of the Note divided by the IPO Conversion Price, rounded down to the nearest whole share.

Conversion upon Initial Public Offering. If, after the date hereof and prior to conversion pursuant to Sections 3.1, 3.2, 3.4 or 3.5, an Initial Public Offering occurs, immediately prior to the closing of such Initial Public Offering, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of the Company’s Common Stock equal to the quotient of (a) the outstanding principal amount of the note plus accrued interest (if any) divided by (b) the price to the public of the shares of Common Stock to be sold in the Initial Public Offering. For purposes of the Loan Documents, “Initial Public Offering” shall mean the Company’s first firm commitment underwritten public offering of its Common Stock pursuant to a registration statement declared effective under the Securities Act.

Conversion upon Initial Public Offering. If, after the date hereof, an Initial Public Offering occurs, immediately prior to the consummation of such Initial Public Offering, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of the Company’s Common Stock equal to the quotient of (i) the outstanding principal amount of the note plus accrued interest (if any) divided by (ii) the price to the public of the shares of common stock to be sold in the Initial Public Offering. For purposes of the Loan Documents, “Initial Public Offering” shall mean the Company’s first firm commitment underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

Conversion upon Initial Public Offering. Upon the reorganization of the Company into a corporation (the "Successor") in connection with an underwritten initial public offering of the common stock (the "Common Stock") of such Successor, the terms of which have been otherwise consented to by holders of 60% in interest of the Class B Founder Units, the Successor shall be organized with only one (1) class of Common Stock, which shall be voting stock holding all of the voting power for such Successor and the shares of such Common Stock shall be allocated among the Members (including holders of Terminated Management Units) and Lenders in exchange for their respective Membership Units and Convertible Debt (on an as converted basis) such that each Member or Lender, as the case may be, shall receive the number of shares of Common Stock determined by the following formula: N = T x D --- V where "N" represents the number of shares of Common Stock to be issued to such Member or Lender; "T" represents the total number of shares of Common Stock to be issued to all Members and Lenders; "D" represents the dollar value of the distributions such Member or Lender would receive pursuant to Section 5.04 if the Company were liquidated immediately prior to the initial public offering and aggregate net proceeds equal to the pre-money equity valuation of the Company or the Successor established in the final prospectus for such initial public offering, which shall be the net price per share to the public after deducting any underwriting discounts or commissions multiplied by the aggregate number of shares that will be outstanding prior to the issuance to the public (determined on an as converted basis), were to be distributed to the Members and the Lenders after satisfaction of any Indebtedness and other liabilities and obligations of the Company; and "V" represents the pre-money equity valuation of the Company or the Successor established in the final prospectus for such initial public offering.