(d) a reclassification of the Class A Common Stock (other than a change as a result of a subdivision or combination of Common Stock to which Sections 1 and 2 of Appendix A applies or as a result of any recapitalization of the Companys capital stock in connection with the Public Listing (as defined below));
provided, however, that a transaction, or series of related transactions, shall not constitute a Change of Control if its purpose is to (i) change the jurisdiction of the Companys incorporation, (ii) create a holding company that will be owned in substantially the same proportions by the persons who hold the Companys securities immediately before such transaction, or (iii) obtain funding for the Company in a financing that is approved by the Companys Board of Directors.
Class A Common Stock or Common Stock means the Companys Class A Common Stock, par value $0.00001 per share (as such stock may be renamed or reclassified from time to time, including as a result of any recapitalization of the Companys capital stock in connection with the Public Listing).
Class B Common Stock means the Companys Class B Common Stock, par value $0.00001 per share (as such stock may be renamed or reclassified from time to time, including as a result of any recapitalization of the Companys capital stock in connection with the Public Listing).
Close of Business means 5:00 p.m., New York City time.
Closing Sale Price on any date means the per share price of the Listed Stock on such date, determined (i) on the basis of the closing sale price per share (or if no closing sale price per share is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in the composite transactions for the principal U.S. national securities exchange or market on which the Listed Stock is then listed; or (ii) if the Listed Stock is not listed on a U.S. national securities exchange on the relevant date, the last quoted bid price for the Listed Stock on the relevant date, as reported by OTC Markets Group, Inc. or a similar organization; provided, however, that in the absence of any such report or quotation, the Closing Sale Price shall be the price determined by a nationally recognized independent investment banking firm retained by the Company for such purpose as most accurately reflecting the per share price that a fully informed buyer, acting on his own accord, would pay to a fully informed seller, acting on his own accord in an arms-length transaction, for one share of Listed Stock. The Closing Sale Price shall be determined without reference to after-hours or extended market trading.
Conversion Amount means the entire unpaid principal sum of this Note, together with the amount of interest that would have accrued thereon from the date of this Note until the Maturity Date (regardless of whether this Note is converted prior to the Maturity Date).
Conversion Price means as of any date, $1,000 divided by the Conversion Rate as of such date.
Conversion Rate shall initially be 31.6649, subject to adjustment for any stock splits, stock dividends, reclassifications or the like prior to the Public Listing and as provided in Appendix A hereof after the Public Listing.