Exercise Price means (a) if Preferred Units means Class B Preferred Units, $8.37 per unit, or (b) if Preferred Units means Next Round Units, the lowest price per unit of Next Round Units paid by investors in the Next Round, or, if less, the lowest effective conversion price per unit at which any convertible notes or similar convertible instruments converted to Next Round Units, in each case subject to adjustment pursuant to Section 8.
Initial Public Offering means the initial underwritten public offering of the common equity of the Company (or any corporation resulting from one or more reorganization transactions effected prior to such offering, including as contemplated by Section 10.08 of the Operating Agreement) pursuant to a registration statement under the Securities Act, which public offering has been declared effective by the SEC.
Merger Event means any of the following:
(a) a sale, lease, exclusive license or other transfer of all or substantially all assets of the Company;
(b) any merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the Companys outstanding equity interests are otherwise converted into or exchanged for equity interests, other securities or property of another entity; or
(c) any merger (including a reverse merger or SPAC transaction), consolidation or similar transaction as a result of which the majority of the voting equity interests of the surviving entity remain owned or controlled by holders that were holders of equity interests of the Company (an Alternative Merger Event).
Next Round means the next Equity Round in which the Company issues and sells preferred units and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire preferred units for aggregate gross cash proceeds of at least $10,000,000.
Next Round Units means, upon the closing of the Next Round, the class and series of the preferred units of the Company and any options, warrants, rights or other securities that are exercisable, convertible or exchangeable into, or otherwise provide the right to purchase or acquire preferred units issued in the Next Round, and, to the extent provided in Sections 8(a) and (b), any other equity interests into or for which such Next Round Units may be converted or exchanged.
Operating Agreement means that certain Fourth Amended and Restated Operating Agreement of the Company, dated as of December 5, 2018, as amended, restated, supplemented or otherwise modified from time to time.
Organizational Documents means the Companys Certificate of Formation, Operating Agreement or other constitutional document, as amended, restated, supplemented or otherwise modified from time to time.
Preferred Units means, at the election of the Warrantholder, (A) the Class B Preferred Units of the Company or (B) the Next Round Units, and, to the extent provided in Sections 8(a) and (b), any other equity interests into or for which such Preferred Units may be converted or exchanged.
Purchase Price means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the number of Preferred Units requested to be exercised under this Agreement pursuant to such exercise.
Securities Act means the Securities Act of 1933, as amended.
Warrant Coverage means an amount equal to 1.95% of the aggregate original principal amount of the Term Loan Advances (as defined in the Loan Agreement) made pursuant to the Loan Agreement.
Warrantholder has the meaning set forth in the preamble of this Agreement.