Common Stock Liquidity Conditions definition

Common Stock Liquidity Conditions will be satisfied with respect to a Mandatory Conversion or Redemption if:
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Common Stock Liquidity Conditions means and be satisfied if and only if:
Sample 1
Common Stock Liquidity Conditions means and be satisfied if and only if: (1) each share of Non-Voting Common Stock to be issued upon such Mandatory Conversion of any share of Series C Preferred Stock will, when issued, be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in the Investment Agreement) and listed and admitted for trading, without suspension or material limitation on trading, on The NASDAQ Global Select Market, and (2) the Company has not received any notice of delisting or suspension by The NASDAQ Global Select Market.
Sample 1

Examples of Common Stock Liquidity Conditions in a sentence

  • The Company will not exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 10(c) unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion.

  • The Corporation will not exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 11(c) unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion.

  • Thus, DeLade’s complaint invites us to discount the undisputed evidence of his guilt on a state criminal charge in favor of scrutiny of the circumstances surrounding the issuance of an extradition warrant which was withdrawn within days of its issuance.

  • The Company will not exercise its Mandatory Exchange Right, or otherwise send a Mandatory Exchange Notice, with respect to any Exchangeable Preferred Stock pursuant to this Section 10(c) unless the Parent Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Exchange.

  • At no time shall the Company exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 10(c) unless the Common Stock Liquidity Conditions are satisfied with respect to such Mandatory Conversion.

  • The Company will not call for Redemption, or otherwise send a Redemption Notice in respect of the Redemption of, any Convertible Preferred Stock pursuant to this Section 7 unless the Company has sufficient funds legally available to fully pay the Redemption Price in respect of all shares of Convertible Preferred Stock called for Redemption; and (ii) the Common Stock Liquidity Conditions are satisfied and will be satisfied on the Redemption Date.

  • Notwithstanding the foregoing, a Mandatory Conversion shall not be effective unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion.

  • Upon the conversion of Voting Preferred pursuant to a Mandatory Conversion which satisfies the Common Stock Liquidity Conditions, the shares of Voting Preferred converted pursuant to the Mandatory Conversion shall not be deemed outstanding for any purpose, and the Holders shall have no rights with respect to the Voting Preferred, just the right to receive the shares of Common Stock or other securities issuable upon the conversion of such Voting Preferred.

  • Notwithstanding the exercise of the Mandatory Conversion Right, the Company acknowledges and agrees that the shares of Series C Preferred Stock subject to the proposed Mandatory Conversion may be converted earlier at the option of the Holders thereof pursuant to Section 8 at any time before the close of business on the Mandatory Conversion Date; and “Mandatory Conversion Conditions” means (x) the Stock Price Condition (as defined below) and (y) the Common Stock Liquidity Conditions (as defined below).

  • The Company will not exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 12(c) unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion and no Event of Default shall have occurred and be continuing.


More Definitions of Common Stock Liquidity Conditions

Common Stock Liquidity Conditions will be satisfied with respect to a 2022 Redemption if:
Sample 1
Common Stock Liquidity Conditions will be satisfied with respect to a Forced Exercise if:
Sample 1

Related to Common Stock Liquidity Conditions

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • Class A Common Stock means the Class A Common Stock, par value $.01 per share, of the Company.

  • Borrower Common Stock means the common stock of the Borrower.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Company Class A Common Stock means the Class A common stock, par value $0.0001 per share, of the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Class B Common Stock means the Class B common stock, par value $0.0001 per share, of the Company.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).