Series B Conversion Ratio definition

Series B Conversion Ratio has the meaning given such term in Section 17.11(c).

Series B Conversion Ratio means a fraction of a share of Buyer Common Shares as is equal to the result obtained by dividing (i) the applicable Series B Liquidation Amount per Share by (ii) the Market Value of a Buyer Common Share.

Series B Conversion Ratio shall be calculated as the lesser of: (i) the quotient obtained by dividing (x) the Series B Liquidation Preference as of the Series B Change of Control Conversion Date (unless the Series B Change of Control Conversion Date is after a Series B Distribution Record Date and prior to the corresponding Series B Distribution Payment Date, in which case any accumulated and unpaid distribution will be excluded from this amount) by (y) the Common Unit Price with respect to the Series B Preferred Units, and (ii) 1.04297 (the “Series B Unit Cap”). The General Partner shall make such adjustments to the Common Unit Price with respect to the Series B Preferred Units and the Series B Unit Cap as it determines to be equitable in view of any splits, combinations or distributions in the form of equity issuances or the payment of any Series B Alternative Conversion Consideration to the holders of the Common Units in connection with the Change of Control.

Examples of Series B Conversion Ratio in a sentence

• In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the then applicable Series B Conversion Ratio or Series C Conversion Ratio (rounded to the nearest whole cent), as the case may be, multiplied by the Fair Market Value.

• In addition, each issued and outstanding share of Series B Preferred Stock automatically shall be converted into shares of Class B Common Stock at the then applicable Series B Conversion Ratio upon the occurrence of a Class B Triggering Event.

• Each issued and outstanding share of Series B Preferred Stock shall initially be convertible, at the option of the holder thereof, at any time and without the payment of any additional consideration therefor, into one (1) fully paid and nonassessable share of Class B Common Stock (the "Series B Conversion Ratio").

• The initial Series B Conversion Ratio shall be subject to adjustment (in order to adjust the number of shares of Class B Common Stock into which the Series B Preferred Stock is convertible) as herein provided.

• Upon the occurrence of each adjustment or readjustment of the Series B Conversion Ratio pursuant to this Section 5, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

More Definitions of Series B Conversion Ratio

Series B Conversion Ratio is defined in Section 17.6(a).

Series B Conversion Ratio means, for each share of Series B Preferred Stock, the ratio obtained by dividing the Series B Liquidation Amount of such share by the Series B Conversion Price.

Series B Conversion Ratio is defined in Section 15.4(b).

Series B Conversion Ratio shall be calculated as the lesser of: (i) the quotient obtained by dividing (x) the Series B Liquidation Preference as of the Series B Change of Control Conversion Date (unless the Series B Change of Control Conversion Date is after a Series B Distribution Record Date and prior to the corresponding Series B Distribution Payment Date, in which case any accumulated and unpaid distribution will be excluded from this amount) by (y) the Common Unit Price, and (ii) 2.85551 (the “Series B Unit Cap”). The General Partner shall make such adjustments to the Common Unit Price and the Series B Unit Cap as it determines to be equitable in view of any splits, combinations or distributions in the form of equity issuances or the payment of any Alternative Conversion Consideration to the holders of the Common Units in connection with the Change of Control.

Series B Conversion Ratio means the number equal to the number of shares of Company Class A Common Stock into which such share of Series B Preferred Stock is convertible (i.e., 1.12579 with respect to each share of Series B Preferred Stock held by bCatalyst Seed Fund I, Limited Partnership, 1.08459 with respect to each share of Series B Preferred Stock held by Prosperitas Investment Partners, LP, 1.11899 with respect to each share of Series B Preferred Stock held by Anchorage Angels, LLC and 1.00000 with respect to all other outstanding shares of Series B Preferred Stock).

Series B Conversion Ratio means, at any time, a fraction, the numerator of which is the Stated Value plus accrued but unpaid dividends, and the denominator of which is the Series B Conversion Price at such time.

Series B Conversion Ratio shall have the meaning set forth in Section 4.3(a).