Common Stock Conversion. Upon exercise of the Holder’s Stock Conversion Privilege attached to this Debenture, the Holder hereof shall submit this Debenture to the Company, and the Company shall, within five (5) business days of receipt of such Debenture, instruct Company’s transfer agent to issue one or more certificates representing that number of shares of Common Stock into which the Debenture is convertible based on the Stock Conversion Price in accordance with the provisions regarding conversion set forth in Exhibit A hereto.
Common Stock Conversion. If, as of the Maturity Date, (i) neither the Company nor the Investors have terminated the Securities Purchase Agreement pursuant to Sections 8.01(d) or 8.01(e), respectively, and (ii) the Closing has not occurred, then, in such case, this Note will be automatically cancelled as to 50% of the outstanding balance (i.e., Principal and accrued interest) thereof in exchange for the Company’s sale and issuance to the Investors at such time of a number of shares of Company common stock, par value $0.0001 per share, (the “Common Stock”) constituting 51% of the outstanding shares of Common Stock (measured on a Fully-Diluted Basis) immediately following such issuance, after giving effect to the issuance contemplated by the Advirna Amendment. The remaining balance due under this Note will be due and payable at the Maturity Date as set forth herein. For purposes of this Note, “Fully-Diluted Basis” includes the issued and outstanding capital stock of the Company, determined on an as-converted basis, as well as any securities underlying outstanding options, warrants, convertible securities or future stock issuance obligations, conditional, unconditional or otherwise. In the events described in clauses (i) and (ii), above, it is intended and agreed that the shares of Company common stock held by RXi shall constitute 44% of the outstanding shares of Common Stock (measured on a Fully-Diluted Basis) and that the Company, RXi and the holders shall enter into a customary form of stockholders agreement under which RXi shall be entitled to designate one or more members of the Board of Directors of the Company constituting a minority of the members of the Board of Directors, to receive periodic financial and other information from the Company, tag-along (and drag-along) rights in connection with proposed sales or other dispositions of capital stock of the Company, and other protective rights as a minority stockholder of the Company, all as shall be mutually agreed upon among the Company, RXi and the holders.
Common Stock Conversion. 70.0% of the outstanding principal amount of the Term Loan, together with accrued and unpaid interest thereon and the Make-Whole Amount, shall convert into a number of shares of Common Stock determined by dividing (i) the sum of (A) the aggregate principal amount of the Term Loan converted plus (B) (I) accrued and unpaid interest on such principal amount and (II) the Make-Whole Amount by (ii) the Conversion Price; and
Common Stock Conversion. 70.0% of the outstanding principal amount of the Delayed Draw Term Loans, together with accrued and unpaid interest thereon and the Make-Whole Amount, shall convert into a number of shares of Common Stock determined by dividing (i) the sum of (A) the aggregate principal amount of the Delayed Draw Term Loans converted plus (B) (I) accrued and unpaid interest on such principal amount and (II) the Make-Whole Amount by (ii) the Conversion Price ; and
Common Stock Conversion. At the Effective Time, each outstanding share of Company Common Stock outstanding immediately prior to the Effective Time shall be exchanged for a number of shares of eB2B Common Stock equal to (i) one share of eB2B Common Stock multiplied by (ii) the Exchange Ratio. For purposes of this Agreement, the "Exchange Ratio" means the ratio determined by calculating a fraction the numerator of which shall be 122,180 and the denominator of which shall be the number of shares of Company Common Stock outstanding as of the Effective Time.
Common Stock Conversion. At the Effective Time, each outstanding share of eCom Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of shares of Company Common Stock equal to one share of eCom Common Stock multiplied by the Exchange Ratio, as set forth herein. For purposes of this Agreement, the "Exchange Ratio" means the ratio determined by calculating a fraction the numerator of which shall be equal to the sum of (i) 25,000,000, plus (ii) 5 multiplied by (A) the number of shares of Existing Common Stock (and Existing Preferred Stock, and warrants, options and other securities convertible into Existing Common Stock, all on an as-converted, fully diluted basis) outstanding as of the Effective Time, minus (B) 5,000,000, and the denominator of which shall be the number of shares of eCom Common Stock (and eCom Preferred Stock and eCom Options and other securities convertible into eCom Common Stock, all on an as-converted, fully diluted basis) outstanding as of the Effective Time (including for all purposes of determining the Exchange Ratio such number of shares of eCom Common Stock [and eCom Preferred Stock, the eCom Options and the eCom Options issuable to the placement agent in connection with the Qualified Private Placement, all on an as-converted, fully diluted basis] issued by eCom in connection with eCom's receipt of the initial $15 million from the Qualified Private Placement). To the extent eCom raises gross proceeds in the Qualified Private Placement in excess of $15 million, each such additional share of eCom Common Stock (on as-converted, fully diluted basis) will be converted into the right to receive a number of shares of Company Common Stock equal to one share of eCom Common Stock multiplied by the Exchange Ratio.
Common Stock Conversion. At any time following the completion of the Requisite Stockholder Approval and prior to the Maturity Date, the Lenders may, in the sole discretion of the Required Lenders from time to time, convert all or a portion of outstanding principal amount of the Loans in an aggregate amount of up to the sum of (x) $15,000,00.00 plus (y) any PIK Interest added thereto plus (z) without duplication of any amount set forth in clause (y), any accrued and unpaid interest on the amounts in clauses (x) and (y), into shares of Common Stock at a conversion of price of $4.80 per share (the “Lender Conversion Price”). Each Lender shall effect a conversion by delivering to Cadiz a Notice of Lender Conversion, the form of which is attached hereto as Exhibit I (each, a “Notice of Lender Conversion”), specifying therein the amount of the Convertible Loans, together with accrued and unpaid interest thereon, if any, to be converted and the date on which such conversion shall be effected (such date, the “Lender Conversion Date” and such conversion, the “Lender Conversion”).
Common Stock Conversion. At the Effective Time, each outstanding share of eCom Common Stock outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 2.66 shares of Company Common Stock, subject to adjustment as set forth in Section 2.4.7 below (the "Exchange Ratio")."
Common Stock Conversion. The Holder shall have the right, exercisable at any time prior to the Maturity Date, to convert all or any portion of the principal amount then outstanding, plus all accrued but unpaid interest thereon, into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a conversion price (the “Conversion Price”) equal to $0.225 per share, subject to adjustment in accordance with Section 4(f) herein (the Common Stock underlying the Notes being referred to herein as the “Common Shares”).
Common Stock Conversion
