Mandatory Conversion Sample Clauses

Mandatory Conversion. (i) At any time following the first anniversary of the Issue Date, upon the occurrence of a Mandatory Conversion Event, unless previously converted at the option of the Holder in accordance with the provisions hereof, each outstanding Security or portion thereof that is an integral multiple of $1,000 principal amount shall, without notice to holders thereof, convert automatically (the “Mandatory Conversion”) into a number of Conversion Shares equal to (A)(x) the principal amount of the Securities so converted plus accrued and unpaid interest thereon through the Conversion Date multiplied by (y) the Mandatory Conversion Factor, divided by (B) the Conversion Price then in effect. (ii) Promptly following a Mandatory Conversion Event, written notice (the “Mandatory Conversion Notice”) shall be given by first class mail, postage prepaid, to each Holder who is a Holder on the date such notice is given at such Holder’s address as it appears on the list of Holders of Securities, provided that no failure to give such notice or any deficiency therein shall affect the validity of the procedures for the Mandatory Conversion as to the Holder or Holders to whom the Company has failed to give said notice or to whom such notice was effected. Each Holder shall surrender all Securities held by such Holder to the Company, duly endorsed (or otherwise in proper form for transfer, as determined by the Company) and the Company shall issue to such Holder that number of Conversion Shares to which such Holder is entitled, as calculated in accordance with this paragraph; provided, however, that if a Holder shall notify the Company within five (5) Business Days of receipt of the Mandatory Conversion Notice that it wishes to receive non-voting Common Stock in accordance with this paragraph, the Company shall issue such Holder that number of shares of non-voting Common Stock to which such Holder is entitled as calculated in accordance with this paragraph. (iii) The Company shall cause, prior to, or as promptly as practicable following the occurrence of a Mandatory Conversion Event, the Conversion Shares issuable upon a Mandatory Conversion Event (or in the case of a Holder’s election to convert into non-voting Common Stock, upon conversion of such non-voting Common Stock) to be approved for listing on the principal securities exchange on which the Class A Common Stock and Class D Common Stock may at the time be listed for trading, subject to official notification of issuance, prior to ...

Mandatory Conversion. Notwithstanding anything regarding -------------------- the subordinated nature of this Note, this Note and all of the outstanding principal and accrued and unpaid interest on and under this Note shall be converted into Conversion Stock at the Conversion Price immediately prior to the first closing of an Initial Public Offering before the Maturity Date. For informational purposes, the Company shall provide the Noteholder with written notice (at the most recent address for the Noteholder provided to the Company by the Noteholder in writing) (i) within seven (7) days after it files with the Securities and Exchange Commission any registration statement on Form S-1, Form SB-1 or Form SB-2 (or any similar or successor form) for an Initial Public Offering, and (ii) reasonably promptly following the closing of an Initial Public Offering. Conversion as described in this Section 2.1 shall occur only upon the closing of an Initial Public Offering, provided that (i) upon the closing of an Initial Public Offering, the conversion shall be deemed to have occurred immediately prior to the first closing of such Initial Public Offering, and (ii) as a condition precedent or condition subsequent to conversion (the election between which type of condition shall be the Company's sole election in the Company's sole discretion), the Noteholder must surrender this Note for conversion at the principal office of the Company. Incident to any conversion, the Conversion Stock will have those rights and privileges, and be subject to those restrictions, of the shares of Common Stock as set forth in the Company's Certificate of Incorporation, and the Noteholder will receive the rights and be subject to the obligations applicable to the purchasers of Common Stock, provided that the sale restriction specified in Section 2.5 below shall apply to the Conversion Stock. This Note shall not be convertible and shall not be converted into Conversion Stock if there is not an Initial Public Offering on or before the Maturity Date.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds $27.80 per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. (a) Subject to and upon compliance with the provisions of this Article 14, the Company shall convert all outstanding Notes into Common Stock at the Conversion Rate (a “Mandatory Conversion”) upon the earliest to occur of the following (each, a “Mandatory Conversion Event”): (i) the closing or effective date of any bona fide arm’s length issuance by the Company of Common Stock to third parties that are not stockholders of the Company (or Affiliates of stockholders of the Company) for cash with (x) a total issuance size that is greater than or equal to $100,000,000 and (y) a per-share price greater than or equal to $34.16, before underwriting commissions, placement fees or similar expenses; (ii) the Business Day immediately succeeding the thirty (30) day period beginning on the date on which the Holders of at least a majority in aggregate principal amount of the Notes then outstanding deliver written notice to the Company to convert the Notes; (iii) if the Common Stock is listed on a U.S. national securities exchange, the first Trading Day on which the average of the Last Reported Sale Prices of the Common Stock over the thirty (30) consecutive Trading Day period ending on such Trading Day is 50% greater than $34.16; (iv) the closing or effective date of any bona fide refinancing of the First Lien Credit Facility after a determination by the Board of Directors in good faith that: (A) such refinancing provides for terms that are materially more favorable to the Company than the terms of the First Lien Credit Facility before such refinancing and (B) the causing of a Mandatory Conversion is not the primary purpose of such refinancing; (v) the closing or effective date of any Change of Control Transaction; or (vi) the Maturity Date. (b) Notwithstanding the foregoing, no Mandatory Conversion shall be effected if a Default or Event of Default has occurred or is continuing. (c) Neither the Trustee nor the Conversion Agent shall have any duty or responsibility to monitor or determine whether a Mandatory Conversion Event has occurred.

Mandatory Conversion. Any unpaid principal due hereunder upon the Maturity Date shall automatically be exchanged for Shares upon the terms described in Section 1(b) above using the Maturity Date as the Exchange Date, without requiring the additional consent of Lender or Borrower.

Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Subject to the provisions of this Section 8 (including the Conversion Cap), and subject to the Common Stock Liquidity Conditions, at any time following the third (3rd) anniversary of the Issue Date, if the closing price per share of Common Stock exceeds 150% of the Conversion Price for at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days (including the last Trading Day) immediately prior to the receipt by each holder of a Notice of Mandatory Conversion, the Corporation may elect to convert all or any portion of the outstanding Shares of Series A Preferred Stock (including any fraction of a Share) (the “Mandatory Conversion Right” and each conversion pursuant to this Section 8.2, a “Mandatory Conversion”) at the Conversion Price in effect immediately prior to such conversion (with the aggregate number of shares of Common Stock to be delivered by the Corporation determined pursuant to the formula set forth in Section 8.1), and in addition thereto the holder shall receive cash in lieu of any fractional shares as set out in Section 8.3(d); provided, that in the case of an election to convert less than all of the outstanding Shares of Series A Preferred Stock, the Corporation shall convert the same pro rata portion of each holder’s Shares converted pursuant to this Section 8.2. The Corporation will not exercise its Mandatory Conversion Right, or otherwise send a Notice of Conversion, with respect to any Shares of Series A Preferred Stock pursuant to this Section 8.2 (x) unless the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion (including on the Mandatory Conversion Date) and (y) without limiting the application of the Common Stock Liquidity Conditions, from, and including, the date that is ten (10) Business Days prior to December 25 of each calendar year to, but excluding, the date that is one (1) Business Day after January 1 of the next calendar year. Notwithstanding anything to the contrary in this Section 8.2, the Corporation’s exercise of its Mandatory Conversion Right, and any related Notice of Mandatory Conversion, will not apply to any Share of Series A Preferred Stock as to which a Fundamental Change Redemption Notice has been duly delivered and not withdrawn. The date (the “Mandatory Conversion Date”) for any Mandatory Conversion will be a Business Day of the Corporation’s choosing that is no more than twenty (20), nor less than ten (10), Business Days after the Notice of Mand...