Public Offering Conversion Price definition

Public Offering Conversion Price means the product of (i) 0.85 multiplied by the lesser of (ii) (A) the price per share at which the Corporation’s shares of Common Stock are sold to the public in a QPO or IPO by the underwriter(s) thereof, or (B) the 30 Trading Day VWAP prior to the Conversion Date; provided, that the Public Offering Conversion Price applicable to a conversion in connection with a QPO shall not be lower than 75% of the QPO Price, and with respect to an IPO, shall not be lower than 75% of the price per share at which the Corporation’s shares of Common Stock are sold to the public in IPO (in each case, “Public Offering Conversion Price Floor”).
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Public Offering Conversion Price means the price per share equal to the lesser of (a) the Public Offering Price, multiplied by the Discount Rate if the SAFE is issued with a Discount; and (b) if the SAFE has a Valuation Cap, the Valuation Cap divided by the Liquidity Capitalization.‌
Sample 1

Examples of Public Offering Conversion Price in a sentence

  • Notwithstanding anything to the contrary provided herein or elsewhere, the conversion price of any portion this Debenture that the Holder is not able to convert into Conversion Shares as a result of the Beneficial Ownership Limitation, shall following the Mandatory Conversion Date, be the Qualified Public Offering Conversion Price.

  • Notwithstanding anything to the contrary provided herein or elsewhere, the conversion price of any portion this Note that the Holder is not able to convert into Conversion Shares as a result of the Beneficial Ownership Limitation, shall following the Mandatory Conversion Date, be the Qualified Public Offering Conversion Price.

  • Each Holder of Preferred Shares shall have all rights and remedies with regard to the conversion of such Holder’s Preferred Shares in a Mandatory Conversion as if such Holder submitted to the Corporation a timely Notice of Conversion pursuant to Section 6(c) with the Conversion Amount being the Qualified Public Offering Conversion Amount, the Conversion Price being the Qualified Public Offering Conversion Price and the Share Delivery Date being the Qualified Public Offering Conversion Date.

  • The number of Conversion Shares that a Holder shall receive from the Corporation upon a Mandatory Conversion shall equal the quotient of (i) such Holder’s Qualified Public Offering Conversion Amount, divided by (ii) the Qualified Public Offering Conversion Price, which amount, however, shall not exceed the Beneficial Ownership Limitation.

  • If there is a Public Offering before the termination of the SAFE, the SAFE will automatically convert into the number of shares of Common Stock equal to the Purchase Amount divided by the Public Offering Conversion Price.

  • In the event of a Public Offering which closes prior to the Calendar Due Date, the Note shall have a conversion price equal to 0.80 times the Public Offering Price (the "Public Offering Conversion Price").

  • Notwithstanding anything to the contrary provided herein, if on a Mandatory Conversion a Holder is not able to convert any Preferred Shares as a result of a Beneficial Ownership Limitation, the Conversion Price for all Preferred Shares a Holder is not so able to convert as a result of such Beneficial Ownership Limitations shall be reduced to the Qualified Public Offering Conversion Price, the portion of Preferred Shares.

  • Notwithstanding anything to the contrary provided herein, if on a Mandatory Conversion a Holder is not able to convert any Preferred Shares as a result of a Beneficial Ownership Limitation, the Conversion Price for all Preferred Shares a Holder is not so able to convert as a result of such Beneficial Ownership Limitations shall be reduced to the Qualified Public Offering Conversion Price.

  • The number of shares of Common Stock issuable upon conversion pursuant to Sections 5.1, 5.2 or 5.3 shall be determined by dividing (x) the Principal Amount and accrued interest (the "Conversion Amount") by (y) the Public Offering Conversion Price, the Change of Control Conversion Price, or the Optional Conversion Price, as applicable.

Related to Public Offering Conversion Price

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

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

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • 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).

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

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Initial Public Offering Price The Underwritten Certificates will be offered to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Final 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 determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.