IPO Redemption Sample Clauses

IPO Redemption. If prior to the Redemption Date, there is an IPO that is not a QIPO, the Company shall either (i) pay each Holder the Preference Amount (determined as of the IPO Date) for such Holder, or (ii) deliver to each Holder the Parent Redemption Shares (determined as of the IPO Date) for such Holder; provided, Company may not elect to deliver the Parent Redemption Shares (and therefore must pay the Preference Amount) unless such Shares are listed on a Qualified Exchange and are freely tradable subject only to the rules and regulations of the Qualified Exchange generally applicable to stock actively traded on the Qualified Exchange; provided further, that such Holder may reject any such payment of the Preference Amount or delivery of the Parent Redemption Shares and instead elect to convert its Convertible Preferred Shares into Common Shares pursuant to Section 7 hereof. The Company shall provide five (5) Business Days prior written notice to the Holders of its election pursuant to this Section 4(a)(iii) to either pay the Preference Amount or to provide the Parent Redemption Shares, and the Holders shall have three (3) Business Days from the date it receives such notice from Company to elect to convert into Common Shares pursuant to Section 7 hereof. For purposes of clarification, if any Holder elects to convert to Common Shares pursuant to Section 7 hereof, the Company shall not have the option of paying the Preference Amount or delivering Parent Redemption Shares. If either: (x) the Company fails to make the election to either pay the Preference Amount or deliver the Parent Redemption Shares by the fifth Business Day prior to the IPO Date, or (y) the Company elects to deliver Parent Redemption Shares and fails to deliver Parent Redemption Shares within two (2) Business Days after the IPO Date, then the Company shall be deemed to have elected to pay the Preference Amount and such payment obligation of the Company shall be a senior obligation of the Company immediately due and payable in full. If the Preference Amount is payable and has not been paid in full, in addition to other remedies, interest shall accrue thereon from the IPO Date until paid in full at the rate of 15% per annum, payable immediately and compounded monthly from the IPO Date until paid in full. If the Parent Redemption Shares or the Common Shares, as the case may be, are deliverable and the Company fails to deliver the Parent Redemption Shares or the Common Shares, as the case may be, to each Ho...
IPO Redemption. The Company shall notify the Holder in writing of the consummation of an IPO at least twenty (20) days prior to the date on which the IPO is expected to be completed. Immediately prior to the consummation of an IPO, the Company shall redeem all of the Holder’s rights hereunder, including the Synthetic Equity Distributions Rights provided for herein (collectively, the “IPO Redeemed Synthetic Rights”), in exchange for securities of the Company to be issued in the IPO (the “IPO Stock Redemption”). The redemption price in connection with the IPO Stock Redemption (the “IPO Redemption Price”) for the IPO Redeemed Synthetic Rights redeemed in accordance with this Section 2.5(a) shall be the aggregate amount that would be distributed pursuant to Section 2.1 to the Holder in respect of its Agreed Percentage of Units at such time in a hypothetical liquidation of the Company, with the aggregate liquidation value of the Company equal to the aggregate equity value of the Company at the price implied by the IPO as of the date the IPO Redemption Notice is delivered, which shall, for the avoidance of doubt, be the same as the IPO pricing applied to the Units held by the Baupost Investors.