Company Conversion Sample Clauses

Company Conversion. If at any time following the sixty (60) day anniversary of the final Closing Date or termination of the Offering and if there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder, (A) the Company’s Common Stock is listed on a senior national securities exchange set forth above, (B) the daily VWAP for the prior twenty (20) consecutive Trading Days is $6.00 or more (adjusted for splits and similar distributions) and (C) the daily trading volume is at least $1,000,000 during such twenty (20)-day period (the events set forth in clauses (A) through (C) above, collectively, the “Conditions”), then the Company shall have the right to require the Holder to convert all or any portion of the principal and accrued interest then remaining under this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with this Section 4.1 at the Conversion Price in effect on the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”). The Company may exercise its right to require conversion under this Section 4.1(c) by delivering a written notice thereof by facsimile and overnight courier to the Holder stating (i) the Trading Day selected for the Mandatory Conversion in accordance with this Section 4.1(c), which Trading Day shall be no sooner than five (5) Trading Days nor later than ten (10) Trading Days following the date of notice, (ii) the twenty (20) Trading Day period over which the VWAP was calculated, (iii) the portion of the conversion amount subject to the Mandatory Conversion pursuant to this Section 4.1(c), and (iv) the number of shares of Common Stock to be issued to the Holder (subject to adjustment for any downward adjustments to the Conversion Price occurring under this Note after the execution of the Mandatory Conversion notice by the Company).

Company Conversion. At any time after the Issuance Date (the “Company Conversion Eligibility Date”), if (i) the Closing Sale Price of the Common Shares listed on the Principal Market or any other Eligible Market exceeds two hundred percent (200%) of the Conversion Price then in effect for a period of twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding the Company Conversion Notice Date (the “Company Conversion Measuring Period”) and (ii) the average daily trading volume of the Common Shares trading on the Principal Market or any other Eligible Market over such Company Conversion Measuring Period equals or exceeds one percent (1%) of the then outstanding Common Shares, the Company shall have the right to elect to automatically convert some or all of the Conversion Amount of this Bond (the “Company Conversion Amount”) as designated in a Company Conversion Notice (as defined below) on the Company Conversion Date (as defined below) (a “Company Conversion”). The Company may exercise its right to effect a Company Conversion under this Section 3(d) by delivering a written notice thereof to the Holders of Bonds (the “Company Conversion Notice” and the date of such notice is referred to as the “Company Conversion Notice Date”). The Company Conversion Notice shall be irrevocable. The Company Conversion Notice shall (x) state the date on which the Company Conversion shall occur (the “Company Conversion Date”) which shall be no later than the thirtieth (30th) Business Day following the Company Conversion Notice Date and (y) state the aggregate Conversion Amount of the Bonds which the Company has elected to be subject to Company Conversion pursuant to this Section 3(d) on the Company Conversion Date. The Company Conversion Date shall be treated as a Conversion Date for purposes of the Bonds.

Company Conversion. On or after the day that is the eighteen (18) month anniversary of the issue date of the New Second Lien Convertible Notes (the “Issue Date”), ION may require the conversion of all or part of the New Second Lien Convertible Notes, at its option, if ION’s common stock, as determined by ION, has a 20-day volume weighted average price (“VWAP”) of at least 175% of the conversion price then in effect ending on, and including, the trading day immediately preceding the date on which ION provides notice of conversion (a “Optional Conversion”). If ION undergoes an Optional Conversion prior to the third anniversary of the Issue Date, holders of New Second Lien Convertible Notes will be entitled to a “make-whole” premium payment in cash equal to the Applicable Premium amount as described under “—Optional Redemption.” In the case of any optional conversion, ION will provide not less than 45 nor more than 50 scheduled trading days’ notice before the conversion date to the Trustee, the paying agent and each holder of notes, and the conversion price will be equal to 100% of the principal amount of the notes to be converted, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case we will pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such regular record date, and the redemption price will be equal to 100% of the principal amount of the notes to be redeemed). The redemption date must be a business day and may not fall after the scheduled maturity date. If ION decides to convert fewer than all of the outstanding notes, the Trustee will select the notes to be converted (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate, in each case, with respect to global notes, in accordance with and subject to applicable DTC procedures or requirements.

Company Conversion. (a) The Company shall convert into a Delaware corporation (such conversion pursuant to this Section 2.8, the “Section 2.8 Conversion”) under Section 18-216 of the Act or any other reasonable means determined by the Board of Managers upon the earliest to occur of the following (each, a “Triggering Event”): (i) at any time, upon the approval of the Board of Managers; and (ii) at any time upon the approval of (A) the Majority Holders (including at least two Common Holders) and (B) a majority of the Independent Managers; (iii) at any time after December 31, 2010, if at such time Tax Distributions under Section 5.1(e)(ii)(A)(1) have not been approved (and are not reasonably expected to be approved based on prior Tax Distributions or otherwise) for 2011 by the Board of Managers and a majority of the Independent Managers, upon the approval of the Majority Holders (including at least two Common Holders), provided that the Board of Managers and the Independent Manager approvals under this clause (iii) shall be deemed to have been granted even if each such approval is subject to (1) the Company having equity capital immediately following the payment of any such Tax Distributions in an amount at least equal to the Required Capital Amount and (2) the condition set forth in the parenthetical in Section 5.1(e)(ii)(C)(1); (iv) at any time after December 31, 2009, upon the request of the U.S. Department of the Treasury and with the approval of a majority of the Independent Managers, provided that Tax Distributions under Section 5.1(e)(ii)(A)(1) for the taxable period during which such Company Conversion occurs have been previously approved by a majority of the Independent Managers or the President’s Designee, as provided in Section 5.1(e)(ii)(B); and (v) if for any reason, the Company is or otherwise becomes treated as a “C” corporation for U.S. Federal income tax purposes; provided, however, that in connection with any conversion under the preceding clauses (i), (ii), (iii) or (iv), the Company shall have an amount of equity capital immediately following such conversion (as determined by the Board of Managers in good faith) equal to at least the Required Capital Amount and such conversion shall otherwise be in compliance with the BHC Act. (b) The Company shall cause the Section 2.8 Conversion to be consummated as promptly as reasonably practicable following occurrence of the Triggering Event and, in any event, no later than the end of the calendar quarter immediately fol...

Company Conversion. Company will have the right to send Investor a Company Conversion Notice at any time in its sole and absolute discretion, if the Equity Conditions are met as of the time such Company Conversion Notice is given. Upon any conversion of any portion of this Debenture pursuant to a Company Conversion Notice, Company will on the date of such notice (a) satisfy the payment of Interest and Conversion Premium with respect to the portion converted as provided in Section I.C.2, and (b) issue to Investor a number of Conversion Shares equal to (i) the Face Value of the portion converted divided by (ii) the applicable Conversion Price with respect to such portion of the Debenture; all in accordance with the procedures set forth in Section I.G.1.

Company Conversion. Subject to the provisions of Section 3(d) and provided that all requirements of Rule 144 are met, and further provided that the following two additional conditions are met, the Company may, at its option, convert any portion of the Principal Amount and Interest into fully paid and nonassessable shares of Common Stock in accordance with Section 3(c), at the Conversion Price: (i) six months has passed since the Issuance Date, and (ii) the Company’s common stock last trades for ten (10) consecutive business days at a value of at least two (2) times the Conversion Price. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(b) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection with the issuance of shares of the Company’s Common Stock to the Holder arising out of or relating to the conversion of this Note up to a maximum of five thousand dollars ($5,000); this amount does not include legal fees incurred by Holder. The obligation of the Holder to convert the Note may be exercised by the Company by telecopying, emailing, mailing (via first class mail, postage prepaid) or personally delivering an executed and completed notice of conversion (the “Notice of Mandatory Conversion”) to the Holder’s Address. The Holder covenants and agrees to acknowledge a Notice of Mandatory Conversion in writing by completing, dating and signing such Notice of Mandatory Conversion and returning it and the original Note to the Company (the date received is the “Holder Acknowledgment Date”). The business day on which a Notice of Mandatory Conversion is delivered in accordance with the provisions hereof shall be deemed the “Mandatory Conversion Date”. On or before the third business day following the Holder Acknowledgement Date, the Company will cause the issuance of Conversion Shares to an account in Holder’s name at Issuer’s transfer agent, or, upon Xxxxxx’s request, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or ...

Company Conversion. In the event of a conversion of any Series A Preferred Stock pursuant to a Company Conversion Notice, the Company shall issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (x) the Series A Liquidation Value multiplied by (y) the number of such Series A Preferred Stock subject to the Company Conversion Notice divided by (z) the Conversion Price with respect to such Series A Preferred Stock. If the Company exercises this conversion option with respect to any Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock) prior to the fourth anniversary of the issuance of such shares, then in addition to the Conversion Shares to be issued in accordance with the preceding sentence, the Company shall pay to such Holder an additional number of Conversion Shares equal to the following with respect to such converted Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock): (i) 35% of the Conversion Shares issuable in respect of such Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock) if converted after the six-month anniversary of the Issuance Date but prior to the first anniversary of the Issuance Date, (ii) 27% of the Conversion Shares issuable in respect of such Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock) if converted on or after the first anniversary but prior to the second anniversary of the Issuance Date, (iii) 18% of the Conversion Shares issuable in respect of such Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock) if converted on or after the second anniversary but prior to the third anniversary of the Issuance Date, and (iv) 9% of the Conversion Shares issuable in respect of such Series A Preferred Stock (other than Series A Preferred Stock issued as a dividend with respect to Series A Preferred Stock) if converted on or after the third anniversary but prior to the fourth anniversary of the Issuance Date.

Company Conversion. (a) Subject to and upon compliance with the provisions of this Article 14 and upon satisfaction of the conditions described in Section 14.03(b), at any time on or after December 23, 2022 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, the Company shall have the right (the “Company Conversion Right”), at the Company’s option, to cause all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) (subject to the applicable procedures of the Depositary) of the Notes then outstanding to be automatically converted at the Conversion Rate (subject to, and in accordance with, the settlement provisions of Section 14.02) (any such conversion, a “Company Conversion”). (b) The Company may not exercise the Company Conversion Right unless: (i) such Company Conversion is with respect to at least $5,000,000 principal amount of Notes; (ii) the average of the Daily VWAPs of the Common Stock over the 20 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding Company Conversion Notice Date equals or exceeds 150% of the Conversion Price; (iii) the closing price of the Common Stock on the Trading Day immediately prior to the Company Conversion Notice Date equals or exceeds 150% of the Conversion Price; (iv) on the Company Conversion Date, the Common Stock is listed or traded on the NYSE, the NASDAQ Global Select Market, the NASDAQ Global Market, or any of their respective successors (each, an “Eligible Market”) and shall not then be suspended from trading on such Eligible Market; (v) all shares of Common Stock issuable upon Company Conversion may be issued in full without violating the listing rules of the Eligible Market on which the Common Stock is then listed or traded; (vi) a shelf registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes is effective under the Securities Act and available for use by the persons to whom such shares are to be issued, and the Company expects such shelf registration statement to remain effective and so available for use from the date the Company sends the Company Conversion Notice through the date that is thirty (30) calendar days following such Company Conversion Date; (vii) on the Company Conversion Date, the Company is not in possession of any material non-public information concerning the Company or its Subsidiaries; (viii) the average...

Company Conversion. Notwithstanding Section 2.2, the Company may elect, by prior written notice to the Lender (a “Company Conversion Election”), to convert all of the outstanding principal amount of the Convertible Loan as of the Final Maturity Date into Ordinary Shares at the Effective Conversion Price in effect immediately prior to such time divided by 20 (a “Company Conversion”), provided that the Company shall pay to the Lender in cash all accrued but unpaid interest on the Convertible Loan as a condition precedent to the conversion described herein.

Company Conversion. Subject to Section 5.12 and this Section 5.2, ------------------ at the Company's option, at any time on or after March 31, 2002, the principal amount of this Note may be prepaid in whole or in part by (a) conversion of such principal sums into shares of Common Stock at the Conversion Price, (b) cash or (c) any combination of payment in Common Stock at the Conversion Price and cash; provided, however, that the Company is not permitted to deliver a Company Conversion Notice (as defined below) payable in whole or in part in Common Stock, (i) at any time when the public resale of such Common Stock by the Holder shall be restricted or limited (as to amount or timing) by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder or any applicable state securities laws (including, without limitation, by reason of the Holder's status as an Affiliate of the Company or the failure of the Company to effect a registration statement, and as a consequence of such failure such Common Stock is not freely tradable by the Holder), (ii) at any time when shares of Common Stock are not listed for trading on the American Stock Exchange or any Other Exchange (as defined in the Purchase Agreement), (iii) at any time when the Company is not in compliance with Section 5.10(g) of the Purchase Agreement with respect to such Common Stock, (iv) at any time when the issuance of Common Stock CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. upon conversion would violate the listing agreement of the Company with the American Stock Exchange or any Other Exchange (as defined in the Purchase Agreement) or (v) if an Event of Default has occurred and is continuing or an event that, with the passage of time or giving of notice or both would constitute an Event of Default, has occurred and is continuing. The Company shall effect such conversion by delivering to the Holder a written notice in the form attached hereto as Exhibit B (the "Company Conversion Notice"), which ------------------------- Company Conversion Notice, once given, shall be irrevocable. Each Company Conversion Notice shall specify the principal amount together with accrued interest of this Note (which may not be less than $100,000 or such lesser principal amount and accrued interest of this Note then held in the aggregate by such Holder) to be converted. The Company shall deliver such Company Conversion Notice at ...