Conversion Demand definition

Conversion Demand has the meaning set forth in Section 11.14(b) hereof.

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Conversion Demand means the Conversion Demanding Member may demand that any shares of preferred stock issued to the Conversion Demanding Member shall convert, in whole or in part, to shares of common stock of the Entity subject to such Public Offering with a Trading Value that is equal to the then current liquidation preference on such preferred stock up to a maximum number of shares of common stock of the Entity subject to such Public Offering as are authorized but not outstanding at the time of such conversion; provided further that any such conversion into shares of common stock shall occur concurrently with and as a condition precedent to the closing of a sale by the Conversion Demanding Member of such shares of common stock (which sale would be subject to any restrictions or lock-up periods they may be subject to at such time or otherwise having been agreed to by the Preferred Members pursuant to this Section 11.14 or otherwise). In connection with any such conversion of the Company into a corporation or contribution of the Securities to a newly formed corporation, the Company and the Preferred Members will jointly determine a sufficient (but fixed) number of shares of common stock to be authorized by such new or successor Entity that will be subject to such Public Offering at the time of formation under its certificate of incorporation or comparable organizational documents as is reasonably sufficient to permit the conversion of the preferred stock into shares of common stock of such Entity as will reasonably be necessary to satisfy the liquidation preference of such preferred stock.

Conversion Demand means demand made by the Holder of Series A Convertible Preferred Stock to convert shares of Series A Convertible Preferred Stock to shares of Common Stock at a rate of three shares of Common Stock for each share of Series A Convertible Preferred Stock.

Examples of Conversion Demand in a sentence

• The Series A Conversion Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company.

• The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Class A Convertible Preferred Stock, if any, or, if none, of the Corporation.

• No other documentation, including, but not limited to a stock power, from any other party, including the Company, other than a Conversion Demand (as defined below) shall be required for the issuance of Conversion Shares as described in this Agreement.

• The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Preferred Stock, if any, or, if none, of the Corporation.

• Any registration effected by the Company under this Section 10.3 is referred to herein as the "Conversion Demand Registration." The Holders of Registrable Conversion Shares will be entitled to one (1) Conversion Demand Registration.

• The Series B Conversion Demand shall be accompanied by the certificate representing such shares or, if such certificate has been lost or stolen, a lost stock certificate affidavit and indemnification agreement in form and substance satisfactory to the Company and, if the Company shall so request, evidence that such holder shall have posted a bond satisfactory to the Company.

• The Conversion Demand Registration and the Warrant Demand Registration shall be collectively known as the "Demand Registrations".

• The Shareholder shall be entitled, in connection with each Conversion, to make a Demand (a "CONVERSION DEMAND") for a Conversion Demand Registration of all or part of the Conversion Shares and, at the Shareholder's election, all or part of any other Registrable Securities then owned by the Shareholder.

• The Shareholder may make a Conversion Demand for registration of Conversion Shares that it does not own on the Demand Date (i.e., the Shareholder may make the Conversion Demand in advance of the applicable Conversion Date) (an "ANTICIPATORY DEMAND"), so long as the Shareholder has already given the applicable Conversion Notice or gives it on the Demand Date.

• Such issuance of Conversion Shares pursuant to a Conversion Demand as described herein shall be at the sole discretion of NFM and shall require no action on the part of the Company or any other party.

More Definitions of Conversion Demand

Conversion Demand shall have the meaning assigned thereto in Section 2(a) of this Agreement.

Conversion Demand shall have the meaning set forth in Section 3.7(b).

Conversion Demand shall have the meaning set forth in Section 4(b) of this Certificate of Designation.