Conversion on IPO Sample Clauses
Conversion on IPO. Notwithstanding any other provision contained herein (including in Article VIII), upon the consummation of the Company's initial Public Offering, each Interest shall be converted into the same number of shares of common stock, without respect to the rights to any liquidation or similar preferences herein contained; provided, however, that the number of shares of common stock issued in such conversion shall reflect, including a reduction if appropriate, the Conversion Distribution described in Section 4.5.
Conversion on IPO. If an IPO is to occur, the Corporation shall give written notice of such IPO (the “IPO Notice”), describing in reasonable detail the definitive terms and the proposed date of consummation thereof to each holder of the Junior Preferred Stock at least 10 days prior to such proposed date, and the Corporation may elect in the IPO Notice to require each outstanding share of Junior Preferred Stock (without any action on the part of the holder thereof) to be converted into a number of fully paid and nonassessable shares of Class A Common Stock equal to (i) the Liquidation Value thereof (plus all accrued and unpaid dividends thereon) as of the date of the consummation of the IPO divided by (ii) the selling price per share of the Class Common Stock to the public in the IPO (the “Conversion Ratio”). In addition, if the Corporation has not elected to require conversion of the Junior Preferred Stock in connection with the IPO, each holder of Junior Preferred Stock may elect to convert all of such holder’s shares of Junior Preferred Stock into fully paid and nonassessable shares of Class A Common Stock at the Conversion Ratio by delivering written notice thereof to the Corporation within five days after delivery of the IPO Notice. All conversions of the Junior Preferred Stock into shares of Class A Common Stock under this paragraph shall be effected as of the consummation of the IPO. If any shares of Junior Preferred Stock have been converted in connection with the IPO, promptly after the consummation of the IPO, the holders of the shares so converted will deliver the certificates for such shares to the Corporation, and the Corporation will promptly issue to such holders certificates for the shares of Class A Common Stock issued upon such conversion. Notwithstanding the foregoing, if any holder would be entitled to receive a fractional share upon the conversion of such holder’s Junior Preferred Stock hereunder, instead of receiving such fractional share, the Corporation will pay such holder the value of the fraction share at the IPO selling price in cash.