Conversion upon Initial Public Offering Sample Clauses

Conversion upon Initial Public Offering. If the Company consummates a Qualified Public Offering at any time prior to the repayment or conversion of the Outstanding Amount, the Outstanding Amount shall automatically convert into shares of Common Stock at a per share conversion price equal to the lesser of (i) 80% of the per share price at which shares of Common Stock are sold to the public in such Qualified Public Offering and (ii) (y) the Valuation Cap Amount divided by (z) the number of Outstanding Shares. ACTIVE/122601974.5
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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.
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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.
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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”).
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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.
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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.
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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.
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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.
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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
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Related to Conversion upon Initial Public Offering

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Optional Redemption upon Equity Offerings At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

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