Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunder. The Company shall not give Holder more than one Determination Date Notice during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.
Appears in 2 contracts
Samples: Accentia Biopharmaceuticals Inc, Accentia Biopharmaceuticals Inc
Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.”
Appears in 1 contract
Samples: Accentia Biopharmaceuticals Inc
Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price$10.00 per share, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.. Second A&R Minimum Borrowing Note 5
Appears in 1 contract
Samples: Accentia Biopharmaceuticals Inc
Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Minimum Borrowing Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.
Appears in 1 contract
Samples: Accentia Biopharmaceuticals Inc
Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price$10.00 per share, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Maximun Amount conversions required under this Note and the Secured Convertible Term Minimum Borrowing Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.
Appears in 1 contract
Samples: Accentia Biopharmaceuticals Inc
Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive (5) trading days (the “Determination Date”) shall be greater than or equal to 125% of the IPO Price, then upon receipt of written notice from the Company that a Determination Date has occurred (the “Determination Date Notice”) the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume for the consecutive five trading days immediately preceding the date of the Determination Date Notice (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Notice Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount conversion required hereunder shall be aggregated with all Maximum Amount conversions required under this Note and the Secured Convertible Term Note between Laurus the Holder and the Company; in no event shall the Holder convert, pursuant to this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the date of written Determination Date Notice hereunderDate. The Company shall not give Holder No more than one Determination Date Notice may occur during any consecutive five (5) trading day period, and no more than two (2) Determination Date Notices Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute payments of outstanding principal.
Appears in 1 contract
Samples: Accentia Biopharmaceuticals Inc