Forced Conversion Event definition
Examples of Forced Conversion Event in a sentence
For purposes of this Note, a Forced Conversion Event means either: (a) a registered initial public offering of the Company’s stock (“IPO”) or (b) a transaction resulting in gross proceeds of more than $7,500,000 to the Company (“Qualifying Transaction”).
If the Company conducts a Forced Conversion Event (defined below) prior to the Maturity Date, then the Company may elect to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock of the Company at the Discount Conversion Price (defined below).
All of the principal amount of this Note and any accrued and unpaid interest due hereon shall automatically and without any action on the part of the Holder convert into fully paid and nonassessable shares of Common Stock on the Trading Day immediately following the occurrence of a Forced Conversion Event (the "Automatic Conversion Date").
Upon the effective time of an AO Forced Conversion Event (as defined below), at the election of the General Partner, either (i) all then outstanding AO LTIP Units shall vest and be converted into Class A Units (a “AO Forced Conversion”) or (ii) the AO LTIP Units will remain outstanding and continue with appropriate adjustment pursuant to Section 4 above (and any other similar adjustment provisions applicable to the AO LTIP Units).
Notwithstanding the foregoing, if a Forced Conversion Event (as hereinafter defined) occurs, the Company may accelerate the Expiration Date to a date no earlier than thirty (30) calendar days after the Forced Conversion Event by providing the Holder with thirty (30) calendar days prior written notice of the accelerated Expiration Date.
In addition, as set forth in the LP Agreement, the General Partner of the Partnership may elect to convert the Award AOLTIP Units upon the effective time of an AOLTIP Forced Conversion Event (as defined in the Partnership Agreement).
A "Forced Conversion Event" shall be deemed to have occurred if (a) the last sale price of the Common Stock on NASDAQ or, if not quoted on NASDAQ, on any other national securities exchange has been at least 250% of the Exercise Price for twenty consecutive trading days and (b) the Registration Statement (as defined in the Purchase Agreement (as hereinafter defined)) is then in effect.