Conversion of Preferred Stock Sample Clauses
The Conversion of Preferred Stock clause defines the terms under which holders of preferred shares can convert their shares into common stock. Typically, this clause outlines the conversion ratio, any conditions or events that trigger conversion (such as an IPO or majority shareholder vote), and procedural steps for shareholders to follow. Its core practical function is to provide preferred shareholders with a mechanism to participate in the potential upside of the company, while also offering flexibility in capital structure and facilitating future financing or exit events.
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Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Conversion of Preferred Stock. If all of the outstanding Preferred Stock of the Company is converted into shares of Common Stock, then this Warrant shall automatically become exercisable for that number of shares of Common Stock equal to the number of shares of Common Stock that would have been received if this Warrant had been exercised in full and the shares of Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Stock Purchase Price shall be automatically adjusted to equal the number obtained by dividing (i) the aggregate Stock Purchase Price of the shares of Preferred Stock for which this Warrant was exercisable immediately prior to such conversion, by (ii) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion
Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time (the “Certificate of Incorporation”), including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Conversion of Preferred Stock. As of the date hereof, each share of the Preferred Stock is convertible into one share of the Common Stock.
Conversion of Preferred Stock. The Registration rights of the Holders of the Registrable Securities set forth in this Agreement are conditioned upon the conversion of the Registrable Securities with respect to which registration is sought into Common Stock immediately prior to the closing of the offering of such Registrable Securities pursuant to an effective Registration Statement.
Conversion of Preferred Stock. All shares of Company Preferred Stock shall have converted into Company Common Stock in accordance with the Company's Articles of Incorporation.
Conversion of Preferred Stock. (a) The Preferred Stock and dividends payable thereon at the Subscriber's option in the form of additional shares of Preferred Stock, will be convertible according to the procedures and terms set forth in the Certificate of Designation.
(b) Upon the conversion of the Preferred Stock or part thereof ("Conversion"), the Company shall, at its own cost and expense, take all necessary action (including obtaining and delivering, an opinion of counsel to be delivered to the Company's transfer agent) and issue or cause to be issued stock certificates in the name of Subscriber or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Subscriber, the Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares or are otherwise exempt from registration.
(c) The Company understands that a delay in the delivery of the Company Shares after Conversion, and delivery of Preferred Stock certificates representing the unconverted balance of a Preferred Stock certificate tendered for Conversion, beyond the date described for such delivery set forth in the Certificate of Designation, or late delivery of a Mandatory Redemption Payment (as defined in Section 7.2 herein), as the case may be, (each of the foregoing a "Delivery Date") could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay liquidated damages to the Subscriber for late delivery of Shares upon Conversion and late delivery of a Preferred Stock certificate for the unconverted portion of a Preferred Stock or late delivery of a Mandatory Redemption Payment, in the amount of $100 per business day after the Delivery Date for each $10,000 of Stated Value of Preferred Stock being converted and Preferred Stock certificate remaining undelivered or Mandatory Redemption Payment not paid. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber,...
Conversion of Preferred Stock. All issued and outstanding shares of Preferred Stock shall be converted into shares of Company common stock in accordance with the conversion ratio set forth in the Designation of Shares certificate.
Conversion of Preferred Stock. In the event that all outstanding shares of Preferred Stock are converted to Common Stock, or any other security, in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation, this Warrant shall become exercisable for Common Stock or such other security.