IPO Valuation. Within ten (10) days from the date of receipt of the Valuation Request, each Member shall provide the other Member with a list of the names of any investment banks, accounting firms or valuation specialists hired or used by such Member or its Affiliates (including for this purpose, in the case of AMD Member, any Company Entity) for valuation of the Company or a material portion of its assets at any time after the date commencing twelve (12) months prior to the Launch Date and continuing through the Valuation Request date. Within fifteen (15) days from the date of receipt of the Valuation Request, the Members shall mutually select a Qualified Valuator to conduct the IPO Valuation. Each Member shall use reasonable efforts to cause the IPO Valuation to be completed within thirty (30) days following the selection of the Qualified Valuator. The Qualified Valuator shall only have a minimal role (or no role) in any Initial Public Offering of the Company’s shares which results from the sale process set forth in this Section 9.3. The IPO Valuation shall be based, among other things, upon the then-current 4-Year Operations Plan, which shall be updated by the Company in order to take into account (a) changes in market conditions, (b) management’s best assessment of the Company’s prospects at the time of the Valuation Request, (c) the impact on the business of the Transferring Member reducing its Percentage Interest and (d) the costs that would need to be incurred by the Company in order to make the Company a stand alone entity. The Qualified Valuator shall finalize a price range on a per-share basis for the Membership Interests of the Company (assuming an offering size of at least one hundred million dollars (U.S.$100,000,000) in gross proceeds) that could reasonably be expected to be obtained in an Initial Public Offering of the Company’s shares, and shall submit to each Member a formal valuation opinion that has been approved by the Qualified Valuator’s valuation/fairness committee. For purposes of this Section 9.3, the per share valuation amount of the IPO Valuation shall be the low-point of the Qualified Valuator’s price range. Also for purposes of this Section 9.3, the term “share” as used herein refers to the applicable Unit (or a share of equity securities if the Company were converted from a limited liability company to a corporation).
IPO Valuation. If the Financial Advisor in its sole discretion determines, based upon preliminary discussions with potential investors, that the Pre-IPO Valuation should be increased or decreased and gives written notice thereof to Litronic and Pulsar (such notice making specific reference to this Section 2.2), the Litronic Stockholders and the Pulsar Stockholders agree that the Pre-IPO Valuation shall be adjusted in accordance with the determination set forth in such notice; provided, however, that in no event shall a party be obligated to proceed with the Acquisition if the Pre-IPO Valuation, as so adjusted, is less than $58 million (assuming gross IPO proceeds of $30 million). If any adjustment to the Pre-IPO Valuation is made pursuant to this Section 2.2 after the Reorganization Closing, Parent and the Litronic Stockholders agree that the number of shares of Parent Common Stock held by the Litronic Stockholders shall also be proportionately adjusted so that the Litronic Stockholders hold in the aggregate Parent Common Stock with an aggregate value (based on the IPO Price of Parent Common Stock) equal to 64.0776% of the adjusted Pre-IPO Valuation.
IPO Valuation. If the aggregate market value of the shares of Common Stock of the Company outstanding immediately after the closing of the Company's initial public offering, determined utilizing the per share offering price in such offering (before deducting underwriting discounts and commissions), is less than $750,000,000, then the aggregate Exercise Price for the Warrants shall be reduced so that it is equal to five percent (5%) of such aggregate market value, and the initial Exercise Price per share shall be equal to the result of the aggregate Exercise Price divided by the aggregate number of shares of Common Stock issuable upon the exercise of the Warrants, issued in accordance with Section 2(b) hereof (subject to adjustment from time to time pursuant to Section 11 hereof). Such initial Exercise Price, as determined pursuant to this Section 11(m) shall be further adjusted by any and all adjustments which were, or should have been, made pursuant to this Section 11 during the period from the date of this Agreement through the Company's initial public offering.
IPO Valuation. If the aggregate market value of the shares of Common Stock of the Company outstanding immediately after the closing of the Company's initial public offering, determined utilizing the per share offering price in such offering (before deducting underwriting discounts and commissions), is less than $350,000,000, then the aggregate Exercise Price for the Warrants shall be reduced so that it is equal to 5% of such aggregate market value, and the initial Exercise Price per share shall be equal to the result of the aggregate Exercise Price divided by 3,752,445 (subject to adjustment from time to time pursuant to Section 11 hereof). Such initial Exercise Price, as determined pursuant to this Section 11(m), shall be further adjusted by any and all adjustments which were, or should have been, made pursuant to this Section 11 during the period from the date of this Agreement through the Company's initial public offering.
IPO Valuation. Notwithstanding any other provision of this Agreement, the IPO Valuation for purposes of determining an adjustment to the Conversion Ratio under this Section 4.10(e) shall in no event be deemed less than $400 million, regardless of whether the IPO Valuation is actually less than $400 million and, in such case, shall be $400 million for purposes of calculating the Adjusted Conversion Ratio in the formula above. In the event the IPO Valuation is less than $550 million, the Conversion Ratio as so adjusted shall be the Conversion Ratio used pursuant to Section 4.10(d) to convert the Class A Preferred Shares as provided in such Section 4.10(d).
IPO Valuation. The amount equal to the product of (i) the price per share of common stock of Licensee sold in the IPO, and (ii) the total number of outstanding shares of common stock of Licensee immediately prior to the closing of the IPO, determined on a fully diluted, as converted into common stock basis, giving effect to any stock split, stock dividend, stock combination, recapitalization, or similar action impacting Licensee’s capitalization that occurs, or is deemed to occur, upon consummation of the IPO. Post-Closing Consideration: Any payments due for any deferred or contingent consideration payable to Licensee or its equity holders (other than reasonable compensation associated with future employment, future consulting services, or related restrictive covenants for future compensation, such as non-compete payments) in connection with any Liquidity Event including, without limitation, any post-closing milestone payment, escrow, or holdback of consideration. For purposes of Paragraph 3.1, the following terms and conditions apply: Payment of fee: The fee set forth in Paragraph 3.1 will be paid on a one-time basis on the earlier of the closing of either the Liquidity Event or IPO, provided that any Post-Closing Consideration will be payable within fifteen (15) days after the receipt of such Post-Closing Consideration by Licensee and its equity holders. The form of payment will be as follows:
