Qualified Initial Public Offering. Notwithstanding the Ordinary Vesting Schedule, if there is a Qualified Initial Public Offering during the first year of the Employment Term, then the Company will provide the Executive with accelerated vesting such that, as of the date of the Qualified Initial Public Offering, the Option will vest with respect to twenty-five percent (25%) of the shares subject to the Option, with such twenty-five percent (25%) portion taken pro rata from the unvested shares subject to the Option, and the remaining unvested shares subject to the Option, as reduced by this Section 5(b), will continue to vest in accordance with the Ordinary Vesting Schedule, subject to the Executive’s continued employment with the Company on each applicable vesting date and the terms of the Plan and Stock Option Agreement.
Qualified Initial Public Offering. (a) If at any time the General Partner desires to cause (i) a Transfer of all the issued and outstanding Interests to a newly organized corporation or other business entity and/or an existing corporate subsidiary of the Partnership (an “IPO Newco”), (ii) a merger or consolidation of the Partnership into or with an IPO Newco as provided under Section 17-211 of the Delaware Act or otherwise, (iii) a distribution by the Partnership to the Partners (in accordance with the provisions of Section 7.2 hereof (taking into account the terms of any Equity Grant Agreement)) of issued and outstanding shares of capital stock of any corporate subsidiary of the Partnership as an IPO Newco or (iv) another restructuring of the Partnership into an IPO Newco, including by way of the conversion of the Partnership into a corporation (any such corporation, also an “IPO Newco”), in any case, in connection with the initial Public Offering (a “Qualified Initial Public Offering”), then each Limited Partner shall take such steps to effect such transfer, merger, consolidation, distribution or other restructuring as may be requested by the General Partner, including transferring or tendering such Limited Partner’s Interests to IPO Newco in exchange or consideration for shares of capital stock or other equity interests of IPO Newco, determined in accordance with the valuation procedures set forth in Section 14.16(b).
(b) In connection with a transaction described in Section 14.16(a), the General Partner shall, in good faith, determine the Fair Market Value of the Interests transferred to or otherwise converted or exchanged in connection with the applicable transaction of the Partnership with IPO Newco, the aggregate Fair Market Value of IPO Newco and the number of shares of capital stock or other equity interests to be issued to each Partner in exchange or consideration therefor. Notwithstanding the foregoing, in determining such Fair Market Value of the Interests, (i) the offering price of the applicable Public Offering will be used by the General Partner to determine such Fair Market Value of the Interests, and (ii) the impact of the provisions of Sections 7.2 and 10.2(b) will be taken into account (taking into account the terms of any Equity Grant Agreement). If the IPO Newco is a direct or indirect subsidiary of the Partnership, and the shares of the IPO Newco held by the Partnership or its direct or indirect subsidiaries are not distributed to Partners, each holder of Interests may...
Qualified Initial Public Offering. Each Exchangeable Limited Partner hereby agrees (i) not to effect any sale or distribution of any LP Units (or any equity securities issued in exchange for, or distributed with respect to, LP Units, including any equity securities of IPO Newco) or any securities convertible into or exchangeable or exercisable for LP Units (or any equity securities issued in exchange for, or distributed with respect to, LP Units, including any equity securities of IPO Newco), during the 180-day period beginning on the effective date of the Qualified Initial Public Offering (except as part of the Qualified Initial Public Offering, if otherwise permitted), unless the applicable lead underwriter(s) managing the Qualified Initial Public Offering otherwise agree in writing (which agreement shall be equally applicable to all Exchangeable Limited Partners) and (ii) to execute and deliver any reasonable agreement which is consistent with the provisions of clause (i) of this Section 13.15 and which may be required by the applicable lead underwriter managing the Qualified Initial Public Offering.
Qualified Initial Public Offering. The term “Qualified Initial Public Offering” shall mean the completion of an underwritten Public Offering representing at least 10% of the Fully Diluted Eligible Shares of the Company, other than registrations on Form S-4 (business combinations) or Form S-8 (employee benefit plans).
Qualified Initial Public Offering. The Company shall use its reasonable commercial endeavours to effect a QIPO for all the issued Shares on a Recognized Stock Exchange as the Company may from time to time determine.
Qualified Initial Public Offering. The Group Companies and Founder undertake to the Investors to use their best effort to achieve a firm commitment underwritten registered public offering of the shares of the Company (which shall be subject to the prior written consent of the Investors) in the United States, that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes, Hong Kong or Mainland China, with net proceeds to the Company in excess of US$200,000,000 (net of underwriters’ discounts and commissions) and an implied valuation of the Company prior to such offering of at least US$800,000,000, or in a similar public offering or listing alternative in another jurisdiction on a recognized regional or national securities exchange acceptable to the Series A Investors holding more than sixty-seven percent (67%) of the Series A Preferred Shares of the Company (the “Series A Majority”) and the Class B Investors holding more than sixty-seven percent (67%) of the Class B Ordinary Shares of the Company (the “Class B Majority”, together with the Series A Majority, collectively as the “Majority Holders”); provided that such offering satisfies the foregoing net proceeds and valuation requirements (the “Qualified Initial Public Offering”), before December 31, 2020. The terms and conditions of the Qualified Initial Public Offering and the identity of the manager/arranger of the Qualified Initial Public Offering shall be subject to the prior written consent of the Series A Majority and the Class B Majority. Each of the Group Companies and the Founder jointly and severally undertakes that the Group Companies and the Founder shall take all steps consistent with the requirements of applicable laws and regulations to minimize the lock-up of the Investors in the event of a Qualified Initial Public Offering.
Qualified Initial Public Offering. If there is a consummation of --------------------------------- a Qualified Initial Public Offering (as defined herein) prior to the Deferred Date and if neither a consummation of a Sale of the Company nor a Termination Event has occurred, then the Benefit Amount otherwise payable under paragraph 1 above shall become payable in the form of installments as follows:
(a) 50% of the Benefit Amount shall be immediately payable on the date of the consummation of a Qualified Initial Public Offering (the "QIPO Date"); and ---------
(b) 50% of the Benefit Amount shall be payable on the earlier of (i) the date one year after the QIPO Date and (ii) the Deferred Date.
Qualified Initial Public Offering. Upon the completion of any Qualified Initial Public Offering, the provisions of this Section IV shall be extinguished and of no further force or effect.
Qualified Initial Public Offering. If a Qualified Initial Public Offering (as such term is defined in the Ladder Holdings LLC Agreement) occurs prior to the expiration of the Term, then, effective as of the occurrence of such Qualified Initial Public Offering, (i) the term “Requisite Members” as used in Section 1 hereof shall be deemed to be replaced with the phrase “board of directors of Ladder Holdings” and (ii) the term “Ladder Holdings” as used in this Agreement shall be deemed to mean the Ladder Company that is the issuer in such Qualified Initial Public Offering.
Qualified Initial Public Offering. The principal balance and unpaid accrued interest on this Note will automatically, and without any further action on the part of the Company or the Holder, convert into shares of Common Stock immediately prior to the closing of a Qualified Initial Public Offering. The number of shares of Common Stock into which this Note so converts will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued interest under this Note on the date on which the underwriting agreement for the Qualified Initial Public Offering is entered into by the Company by (y) the Conversion Price as in effect on such date.
