Conversion Units. The number of Conversion Units into which each Class E Unit may be converted shall equal the Class E Original Issue Price divided by the applicable Conversion Price in effect at the time of conversion (the “Conversion Rate”). The “Conversion Price” for each Class E Unit shall, at the election of the holder thereof, be equal to either (I) the product of (x) 85% and (y) the price per unit of the Company (or the price per share of common stock of the corporate successor to the Company pursuant to Section 14.14) in a Qualified Public Offering, or (II) the Applicable Series E Conversion Price (subject to adjustment for any equity split, equity combination, in-kind equity distribution, recapitalization or similar transaction that affects the economic rights of the Class A Units hereunder); provided, however, that if a Class E Unit is converted into Conversion Units pursuant to Section 3.1(h)(ii)(A)(II), then the “Conversion Price” for such Class E Unit shall be equal to the Applicable Series E Conversion Price.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Kadmon Holdings, LLC), Limited Liability Company Agreement (Kadmon Holdings, LLC)