IPO Conversion Clause Samples

IPO Conversion. Evidence satisfactory to the Agent that (i) the Borrower's registration statement on Form S-1 as initially filed with the Commission on November 20, 1996 (and as amended on December 9, 1996 and on _________, which amendments are deemed approved by the Lenders) (A) shall not have been further amended except as approved by the Lenders and (B) shall have become effective, (ii) the IPO or another equity offering on terms acceptable to the Lenders (yielding proceeds net of transaction expenses of not less than $40,000,000), and (iii) the Plan of Conversion shall not have been amended except as approved by the Lenders and the Conversion shall have been consummated (such that the Borrower is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Employers, and Bridgefield Employers is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Casualty).

IPO Conversion. The Class A Preferred Shares shall automatically convert into Common Shares based on the then applicable Conversion Price immediately prior to the closing of an Initial Public Offering (as defined below) of the Corporation at a share price not less than Original Issue Price per Common Share (as adjusted for stock splits, stock dividends, recapitalizations and the like).

IPO Conversion. In the event that the Company shall consummate an IPO prior to a Qualified Financing, a Change in Control or the Maturity Date, then, notwithstanding anything herein contained to the contrary, the outstanding Principal Amount and, at the election of the Company all accrued but unpaid interest thereon to the date of conversion pursuant to this Section 7.3, shall be automatically converted into shares of Common Stock as of immediately prior to the consummation of an IPO (the “IPO Closing Date”), at a per share price equal to the IPO Conversion Price (the “IPO Conversion”). The number of shares (which will be rounded down to the closest whole number) of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (x) the outstanding the outstanding Principal Amount and, at the election of the Company, all accrued but unpaid interest thereon (calculated through the date that is not more than seven (7) days prior to the IPO Closing Date), by (y) the IPO Conversion Price. Accrued interest which is not converted into Common Stock in accordance with the provisions hereof, shall be paid to Holder as soon as practicable following the IPO Conversion.

IPO Conversion. For the avoidance of doubt, the provisions providing for the conversion of Phantom Units into Unrestricted Stock or Restricted Stock shall apply only in the event of an Initial Public Offering in which an IPO Conversion has occurred.

IPO Conversion. (a) The Oncor Entities acknowledge that the Purchasers have advised it that, under the terms of the Merger Agreement, the Company has agreed, if requested by Parent, to deliver notice to the Oncor Entities of its intention to pursue an IPO Conversion. (b) Without modifying the obligations of the Oncor Entities otherwise contained in this Letter Agreement, Oncor hereby agrees to cooperate with Parent and provide Parent with such information within Oncor’s control as is reasonably necessary for Parent to prepare or plan for the actions to be required by the IPO Conversion Plan as and when reasonably requested by Parent. The parties to this Letter Agreement acknowledge that the Oncor Entities have not agreed to approve or to implement the IPO Conversion Plan to the extent (if at all) such approval or implementation is required by the LLC Agreements or the Investors Rights Agreement. (c) During the Interim Period, each of the Oncor Entities shall, and shall cause each of their respective Representatives to, provide all assistance and cooperation reasonably requested by Parent in connection with the preparation of a Registration Statement and the related Prospectus and to use their respective reasonable best efforts (i) to cause appropriate officers, agents and employees of the Oncor Entities (A) to assist with the preparation of a Registration Statement, a Prospectus and other offering documents, projections and similar documents in connection therewith, (B) to furnish Parent with, and authorize the inclusion in a Registration Statement and the related Prospectus of, financial statements and operating, financial and other pertinent information regarding the Oncor Entities as may be reasonably requested by Parent to consummate an IPO of IPO Securities (as defined in Exhibit B) and the registration of the securities to be issued in connection therewith pursuant to the Registration Statement, (C) to participate in a reasonable number of customary due diligence and drafting sessions with Parent and its Representatives, (D) to participate in meetings with potential purchasers of such securities, if requested by Parent, which participation will be limited to providing Oncor financial and operational information at such meetings and (E) to take such other actions within its control as are necessary for Parent to seek consummation of an IPO of IPO Securities and the registration of the IPO Securities, and (ii) to cause the independent certified public accountants of t...

IPO Conversion. Evidence satisfactory to the Agent that (i) the Borrower's registration statement on Form S-1 as initially filed with the Commission on November 20, 1996 (and as amended on December 9, 1996, January 8, 1997, January 27, 1997, February 21, 1997, March 13, 1997, April 4, 1997, April 15, 1997 and May 12, 1997, which amendments are deemed approved by the Lenders) (A) shall not have been further amended except as approved by the Lenders and (B) shall have become effective, (ii) the IPO or another equity offering on terms acceptable to the Lenders shall have been consummated (yielding proceeds net of transaction expenses of not less than $40,000,000), and (iii) the Plan of Conversion shall not have been amended except as approved by the Lenders and the Conversion shall have been consummated (such that the Borrower is the legal and beneficial owner of all of the Stock and Securities of Summit Holding and Bridgefield Employers, and Bridgefield Employers is the legal and beneficial owner of all of the Stock and Securities of Bridgefield Casualty).

IPO Conversion. (a) Before any IPO of equity interests in the Partnership, the Partners will take all necessary action to convert the Partnership into a corporation (“Newco”) whose issued and outstanding capital stock after such conversion will consist solely of its common stock. In connection with such conversion, the General Partner will determine the aggregate number of shares of Newco common stock that will be outstanding immediately after such conversion and prior to the IPO (the “Newco Conversion Shares”) and each Partner will receive a number of the Newco Conversion Shares in exchange for its GP Interest and/or LP Interests determined as follows. The aggregate value of the GP Interest and LP Interests shall be deemed to be equal to the product of the number of Newco Conversion Shares and the public offering price per share of common stock in the IPO (the “Aggregate Equity Value”). Each Partner shall receive a percentage of the Newco Conversion Shares (rounded up to the nearest whole share) equal to the percentage of the Aggregate Equity Value that it would have received if the Aggregate Equity Value had been distributed in cash pursuant to Section 6.03(a) without giving effect to the provisos set forth in Section 6.03(a)(ii) and (iii); provided, however, that notwithstanding the foregoing any Newco Conversion Shares that any Management Limited Partner receives as a result of such notional distribution in respect of unvested Profits Interests shall continue to be subject to the same vesting requirements as such unvested Profits Interests exchanged for Newco Conversion Shares were subject at the time they were exchanged for Newco Conversion Shares. (b) Before any IPO of equity interests in BidCo, the Partners will take all necessary action to convert BidCo into a corporation (“New BidCo”) whose issued and outstanding capital stock after such conversion will consist solely of its common stock. In connection with such conversion, the General Partner will determine the aggregate number of shares of BidCo common stock that will be outstanding immediately after such conversion and prior to the IPO (the “BidCo Conversion Shares”). Immediately after such conversion, the General Partner shall cause the Partnership to distribute the BidCo Conversion Shares to the Partners in amounts determined as follows and after such distribution the Partnership shall be liquidated. The aggregate value of the BidCo Conversion Shares shall be deemed to be equal to the product of the number o...

IPO Conversion