Conversion Upon an IPO Sample Clauses
The 'Conversion Upon an IPO' clause defines the automatic conversion of certain securities, such as preferred shares or convertible notes, into common stock when the company completes an initial public offering (IPO). Typically, this clause specifies the conversion ratio and the triggering conditions, ensuring that holders of convertible securities become common shareholders at the time of the IPO. Its core function is to streamline the company's capital structure for public trading and ensure all investors are treated equitably during the transition to a public company, thereby eliminating complex or preferential rights that could complicate the IPO process.
Conversion Upon an IPO. At the option of the Company, the Interests may be converted into common stock of Ranger in connection with an IPO of Ranger, at a conversion price equal to the fair market value of the Interests, as determined by the Board of Managers of the Company in good faith and subject to CEO’s right to dispute as set forth above; provided, however, that so long as CEO is employed by the Company, CEO’s Interests shall not be converted without CEO’s prior consent prior to the [sixth] anniversary of the Effective Time of the Merger. JLL and CEO shall negotiate in good faith the conversion of his Interests prior to an IPO prior to the sixth anniversary of the Effective Time of the Merger.
Conversion Upon an IPO. If prior to the occurrence of a Payoff Event, a Change in Control, a Qualified Financing or a Reverse Merger Transaction, the Company completes an IPO, then this Note shall automatically convert into that number of fully paid and non-assessable shares of the Company's Common Stock that is equal to One Hundred and Seventy-Five Percent (175%) times the Note Value divided by the Conversion Price, rounded to the nearest whole share. "Conversion Price" means the per share price at which such shares are issued to purchasers of the Company's equity securities in the IPO. "IPO" means the closing by the Company (or its successor) of a firmly underwritten public offering of the Company's common stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act (and not subsequently withdrawn) covering the offer and sale of common stock for the account of the Company. "Note Value" means the outstanding principal balance of, plus the accrued but unpaid interest on, this Note.
Conversion Upon an IPO. In the event AEG completes an initial public offering (an “IPO”) of its common stock prior to the Vesting Date, the Employee’s right to receive the Units shall automatically be converted into the right to receive a number of shares of common stock of AEG (which shares of common stock shall not be registered under the Securities Act of 1933, as amended (the “Act”)) on the Vesting Date equal to the product of (i) the Transfer Price that Employee would have received had a Call Event occurred on the Vesting Date, divided by (ii) the closing price per share of the AEG common stock on the Vesting Date. For purposes of this Agreement, an “initial public offering” shall mean the initial firm commitment underwritten public offering of the common stock of Aspen, immediately following which such common stock is listed for trading on the New York Stock Exchange or for quotation on the NASDAQ National Market System or other agreed, internationally recognized stock exchange.
Conversion Upon an IPO. In the event the Company consummates, while this Note remains outstanding, an underwritten initial public offering of its common stock (an “IPO”), all principal, together with all unpaid accrued interest under the Notes, will automatically convert into shares of the Company’s common stock at a conversion price equal to the lesser of (i) 80% of the initial public offering price per share in the IPO and (ii) the price obtained by dividing $300,000,000 by the number of outstanding shares of the Company’s common stock immediately