IPO Conversion Sample Clauses

IPO Conversion. The Class A Preferred Shares shall automatically convert into Common Shares based on the then applicable Conversion Price immediately prior to the closing of an Initial Public Offering (as defined below) of the Corporation at a share price not less than Original Issue Price per Common Share (as adjusted for stock splits, stock dividends, recapitalizations and the like).
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IPO Conversion. Evidence satisfactory to the Agent that (i) the Borrower's registration statement on Form S-1 as initially filed with the Commission on November 20, 1996 (and as amended on December 9, 1996 and on _________, which amendments are deemed approved by the Lenders) (A) shall not have been further amended except as approved by the Lenders and (B) shall have become effective, (ii) the IPO or another equity offering on terms acceptable to the Lenders (yielding proceeds net of transaction expenses of not less than $40,000,000), and (iii) the Plan of Conversion shall not have been amended except as approved by the Lenders and the Conversion shall have been consummated (such that the Borrower is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Employers, and Bridgefield Employers is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Casualty).
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IPO Conversion. For the avoidance of doubt, the provisions providing for the conversion of Phantom Units into Unrestricted Stock or Restricted Stock shall apply only in the event of an Initial Public Offering in which an IPO Conversion has occurred.
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IPO Conversion. (a) The Oncor Entities acknowledge that the Purchasers have advised it that, under the terms of the Merger Agreement, the Company has agreed, if requested by Parent, to deliver notice to the Oncor Entities of its intention to pursue an IPO Conversion. (b) Without modifying the obligations of the Oncor Entities otherwise contained in this Letter Agreement, Oncor hereby agrees to cooperate with Parent and provide Parent with such information within Oncor’s control as is reasonably necessary for Parent to prepare or plan for the actions to be required by the IPO Conversion Plan as and when reasonably requested by Parent. The parties to this Letter Agreement acknowledge that the Oncor Entities have not agreed to approve or to implement the IPO Conversion Plan to the extent (if at all) such approval or implementation is required by the LLC Agreements or the Investors Rights Agreement. (c) During the Interim Period, each of the Oncor Entities shall, and shall cause each of their respective Representatives to, provide all assistance and cooperation reasonably requested by Parent in connection with the preparation of a Registration Statement and the related Prospectus and to use their respective reasonable best efforts (i) to cause appropriate officers, agents and employees of the Oncor Entities (A) to assist with the preparation of a Registration Statement, a Prospectus and other offering documents, projections and similar documents in connection therewith, (B) to furnish Parent with, and authorize the inclusion in a Registration Statement and the related Prospectus of, financial statements and operating, financial and other pertinent information regarding the Oncor Entities as may be reasonably requested by Parent to consummate an IPO of IPO Securities (as defined in Exhibit B) and the registration of the securities to be issued in connection therewith pursuant to the Registration Statement, (C) to participate in a reasonable number of customary due diligence and drafting sessions with Parent and its Representatives, (D) to participate in meetings with potential purchasers of such securities, if requested by Parent, which participation will be limited to providing Oncor financial and operational information at such meetings and (E) to take such other actions within its control as are necessary for Parent to seek consummation of an IPO of IPO Securities and the registration of the IPO Securities, and (ii) to cause the independent certified public accountants of t...
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IPO Conversion. Evidence satisfactory to the Agent that (i) the Borrower's registration statement on Form S-1 as initially filed with the Commission on November 20, 1996 (and as amended on December 9, 1996, January 8, 1997, January 27, 1997, February 21, 1997, March 13, 1997, April 4, 1997, April 15, 1997 and May 12, 1997, which amendments are deemed approved by the Lenders) (A) shall not have been further amended except as approved by the Lenders and (B) shall have become effective, (ii) the IPO or another equity offering on terms acceptable to the Lenders shall have been consummated (yielding proceeds net of transaction expenses of not less than $40,000,000), and (iii) the Plan of Conversion shall not have been amended except as approved by the Lenders and the Conversion shall have been consummated (such that the Borrower is the legal and beneficial owner of all of the Stock and Securities of Summit Holding and Bridgefield Employers, and Bridgefield Employers is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Casualty).
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IPO Conversion. Notwithstanding anything to the contrary in this Agreement, the Series A Members acting with Board Approval and Requisite Investor Approval will have the right to cause the conversion or other reorganization of the Company into a successor entity or the creation, conversion or reorganization of any subsidiary of the Company (in each case, the “IPO Issuer”) and to take other internal restructuring steps as may be necessary to effect an initial public offering that results in common equity securities of the IPO Issuer being listed on the New York Stock Exchange, the Nasdaq Stock Market or another stock market or exchange approved by Board Approval and Requisite Investor Approval (a “Qualified IPO”). If the Company becomes the IPO Issuer in such a restructuring, the Series A Units and Series B Units will be converted into common equity of the IPO Issuer (“IPO Securities”) based on the pre-money initial public offering value of the Company. The allocation of the IPO Securities between the classes of Series A Units and Series B Units will be made as if such IPO Securities were distributed consistent with the provisions of Section 8.1. The value of such IPO Securities will be determined based on the net price received by the Company in the initial public offering.
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IPO Conversion. (a) Before any IPO of equity interests in the Partnership, the Partners will take all necessary action to convert the Partnership into a corporation (“Newco”) whose issued and outstanding capital stock after such conversion will consist solely of its common stock. In connection with such conversion, the General Partner will determine the aggregate number of shares of Newco common stock that will be outstanding immediately after such conversion and prior to the IPO (the “Newco Conversion Shares”) and each Partner will receive a number of the Newco Conversion Shares in exchange for its GP Interest and/or LP Interests determined as follows. The aggregate value of the GP Interest and LP Interests shall be deemed to be equal to the product of the number of Newco Conversion Shares and the public offering price per share of common stock in the IPO (the “Aggregate Equity Value”). Each Partner shall receive a percentage of the Newco Conversion Shares (rounded up to the nearest whole share) equal to the percentage of the Aggregate Equity Value that it would have received if the Aggregate Equity Value had been distributed in cash pursuant to Section 6.03(a) without giving effect to the provisos set forth in Section 6.03(a)(ii) and (iii); provided, however, that notwithstanding the foregoing any Newco Conversion Shares that any Management Limited Partner receives as a result of such notional distribution in respect of unvested Profits Interests shall continue to be subject to the same vesting requirements as such unvested Profits Interests exchanged for Newco Conversion Shares were subject at the time they were exchanged for Newco Conversion Shares. (b) Before any IPO of equity interests in BidCo, the Partners will take all necessary action to convert BidCo into a corporation (“New BidCo”) whose issued and outstanding capital stock after such conversion will consist solely of its common stock. In connection with such conversion, the General Partner will determine the aggregate number of shares of BidCo common stock that will be outstanding immediately after such conversion and prior to the IPO (the “BidCo Conversion Shares”). Immediately after such conversion, the General Partner shall cause the Partnership to distribute the BidCo Conversion Shares to the Partners in amounts determined as follows and after such distribution the Partnership shall be liquidated. The aggregate value of the BidCo Conversion Shares shall be deemed to be equal to the product of the number o...
Sample 1
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IPO Conversion. In the event that the Company shall consummate an IPO prior to a Qualified Financing, a Change in Control or the Maturity Date, then, notwithstanding anything herein contained to the contrary, the outstanding Principal Amount and, at the election of the Company all accrued but unpaid interest thereon to the date of conversion pursuant to this Section 7.3, shall be automatically converted into shares of Common Stock as of immediately prior to the consummation of an IPO (the “IPO Closing Date”), at a per share price equal to the IPO Conversion Price (the “IPO Conversion”). The number of shares (which will be rounded down to the closest whole number) of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (x) the outstanding the outstanding Principal Amount and, at the election of the Company, all accrued but unpaid interest thereon (calculated through the date that is not more than seven (7) days prior to the IPO Closing Date), by (y) the IPO Conversion Price. Accrued interest which is not converted into Common Stock in accordance with the provisions hereof, shall be paid to Holder as soon as practicable following the IPO Conversion.
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IPO Conversion 
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Related to IPO Conversion

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Automatic Conversion Subject to Section 5 below and, at the Company’s election and request, Holder’s reaffirmation of Holder’s representations and warranties under Section 3 of the Convertible Note Purchase Agreement, the principal amount of this Note (and all interest accrued on this Note at the option of the Payor) shall be converted into the number of shares of common stock as follows: (a) In the event of a next equity financing by the Company in one transaction or series of related transactions which raises an aggregate amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (the “Next Equity Financing”), the principal amount on this Note shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the equity securities issued in the Payor’s Next Equity Financing (the “Next Equity Financing Stock”). Any accrued interest outstanding at the time of the conversion shall be paid in cash by the Company. This Note shall convert into the number of shares at the time of the “Next Equity Financing” equals to ___,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”) This Note shall be deemed automatically cancelled immediately upon such conversion. As a condition precedent to the issuance of the Next Equity Financing Stock to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Next Equity Financing Stock. (b) In the event of the “Company’s Sale”, defined below, at the option of Payor, the principal hereunder and, at the option of the Payor, shall automatically be converted (regardless of whether or not the Note is surrendered to Payor) into the number of shares (the “Company’s Sale Stock”) equals to ____,000 shares of the Company’s Common Stock at an exercise price of $0.60 per share (the “Exercise Price”). This Note shall be deemed automatically cancelled immediately upon such conversion.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Forced Conversion Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

  • Date of Conversion Conversion Price: ---------------------------------------------------------------

  • Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

  • Maximum Conversion The Subscriber shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Subscriber and its affiliates on a Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Subscriber and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Subscriber shall not be limited to aggregate conversions of only 4.99%. The Subscriber may void the conversion limitation described in this Section 9.3 upon 75 days prior written notice to the Company. The Subscriber may allocate which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

  • Conversion Date The "Conversion Date" is a Switch or frame conversion planned day of cut-over to the replacement frame(s) or Switch. The actual conversion time typically is set for midnight of the Conversion Date. This may cause the actual Conversion Date to migrate into the early hours of the day after the planned Conversion Date.

  • Settlement Upon Conversion (i) Pursuant to the procedures set forth in this Section 9, upon a conversion the Company shall have the right to deliver the Conversion Value, in lieu of shares of Common Stock, in cash or a combination of cash and shares of Common Stock, provided that the Company may only elect to deliver cash if its credit facilities in existence at that time permit such payment and assets are legally available to pay such amounts. Unless the Company has elected to call a Forced Conversion, it shall not be required to notify Holders of its method for settling its conversion obligation relating to the Conversion Value until the Series A Preferred Stock is submitted for conversion. (ii) If the Company receives a conversion notice from a Holder of Series A Preferred Stock, the following procedures shall apply: (a) During the Settlement Notice Period, the Company shall notify any Holders of Series A Preferred Stock exercising a conversion right, if the Company elects to settle any portion of its conversion obligation in whole or in part in cash. If the Company elects to settle the Conversion Value in a combination of cash and shares of Common Stock, it shall specify the percentage of the Conversion Value relating to the Series A Preferred Stock surrendered for conversion that will be paid in cash. Any portion of the Conversion Value which the Company does not elect to settle in cash shall be settled in shares of Common Stock (except that the Company shall pay cash in lieu of issuing any fractional shares). The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not, however, have any obligation to settle conversion obligations arising on different Trading Days in the same manner. For example, the Company may choose on one Trading Day to settle in shares of Common Stock only and choose on another Trading Day to settle in cash or a combination of shares of Common Stock and cash. (b) If the Company timely elects to pay cash for any portion of the Conversion Value, Holders may retract the conversion notice at any time during the Conversion Retraction Period; provided that no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). (c) Settlement amounts shall be computed as follows: 1) If the Company elects to satisfy a conversion solely in shares of Common Stock (other than with respect to fractional shares), it shall deliver to the Holder, for each share of Series A Preferred Stock, a number of shares of Common Stock equal to the applicable Conversion Rate. 2) If the Company elects to satisfy a conversion solely in cash, it shall deliver to the Holder, for each share of Series A Preferred Stock, cash in an amount equal to the Conversion Value. 3) If the Company elects to satisfy the conversion obligation in a combination of cash and shares of Common Stock, it shall deliver to the Holder, for each share of Series A Preferred Stock: (i) a cash amount (the “Cash Amount”) (excluding any cash paid for fractional shares) equal to the product of (a) the Conversion Value and (b) the percentage of the conversion obligation to be satisfied in cash; and (ii) a number of shares of common stock equal to the difference between: (a) the applicable Conversion Rate; minus (b) the number of shares of common stock equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Volume-Weighted Average Price of the Common Stock on each Trading Day during the Cash Settlement Averaging Period.

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