No Initial Public Offering Clause Samples
The "No Initial Public Offering" clause prohibits a party from initiating or participating in an initial public offering (IPO) of its securities during a specified period or under certain conditions. Typically, this clause applies to private companies or shareholders, restricting them from listing shares on a public exchange or selling shares to the public without prior consent or until certain milestones are met. Its core practical function is to maintain control over the company's ownership structure and strategic direction, preventing premature public offerings that could disrupt business plans or dilute existing ownership.
No Initial Public Offering. If an Initial Public Offering does not occur prior to the fifth (5th) anniversary of the date hereof, effective as of the fifth (5th) anniversary of the date hereof, Participant shall vest in 100% of the Awarded Shares, and the Repurchase Right shall concurrently lapse with respect to 100% of the Awarded Shares. All Vested Shares shall, however, be subject to (A) the First Refusal Right, (B) the Market Stand-Off and (C) the transfer restrictions set forth in Section 2.
No Initial Public Offering. If at any time the Committee shall determine, in its discretion, that an initial listing or registration of any Shares upon any securities exchange or under federal law is not likely to occur, the Committee may, in its discretion, determine that this option shall be converted to an option to purchase shares of common stock of LSI Logic Corporation by such means as the Committee deems appropriate. Unless the Committee determines otherwise, the outstanding option will be converted to an option to purchase shares of common stock of LSI Logic Corporation as follows:
(a) The option to purchase shares of common stock of LSI Logic Corporation shall be exercisable for the number of Shares subject to the then outstanding portion of this option multiplied by the "Conversion Ratio" (as defined below), with the resulting number of shares rounded down to the nearest whole share; and
(b) The per share exercise price of the option to purchase shares of common stock of LSI Logic Corporation shall be equal to the quotient of the per Share exercise price of this option divided by the Conversion Ratio, rounded up to the nearest whole cent.
No Initial Public Offering. If at any time the Committee shall determine, in its discretion, that an initial listing or registration of any Shares upon any securities exchange or under federal law is not likely to occur, the Committee may, in its discretion, determine that the unvested Shares of Restricted Stock shall be converted to shares of common stock of LSI Logic Corporation by such means as the Committee deems appropriate. Such shares of common stock of LSI Logic Corporation will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. Unless the Committee determines otherwise, the unvested Shares of Restricted Stock will be converted to shares of common stock of LSI Logic Corporation as follows:
(a) The number of shares of common stock of LSI Logic Corporation the Employee shall be entitled to shall be the number of unvested Shares subject to this Restricted Stock grant multiplied by the "Conversion Ratio" (as defined below), with the resulting number of shares rounded down to the nearest whole share; and
(b) For purposes of any repurchase by LSI Logic Corporation of the unvested shares of common stock of LSI Logic Corporation in accordance with this Agreement and for purposes of calculating any tax and withholding obligations, the per share purchase price of the shares of common stock of LSI Logic Corporation shall be deemed to be equal to the quotient of the per Share exercise price of the Shares of Restricted Stock subject to this grant divided by the Conversion Ratio, rounded up to the nearest whole cent. For purposes of this Agreement, "Conversion Ratio" means the Fair Market Value of a Share immediately prior to the date the Shares of Restricted Stock are being converted divided by the fair market value of a share of LSI Logic Corporation common stock at the time of the conversion.
No Initial Public Offering. In the event the Company’s IPO has not been completed by the Vesting Date, then the Exercise Price shall be $3.00 per share (subject to adjustment as set forth hereinabove).