Company's Right to Convert Sample Clauses
Company's Right to Convert. (a) If not previously converted by Holder, the Company, in its sole discretion, may also cause this Promissory Note to be converted at a conversion rate of $2.00 per share. The Company's right to cause this Note to convert into shares of its common stock shall only commence on or after November 2, 2019 through the due date of this Promissory Note. In the event of (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock or (iii) any sale or conveyance of the property of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property (including cash) with respect to or in exchange for Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall enter into an Amended and Restated Promissory Note providing that this Promissory Note shall be convertible into the kind and amount of securities or other property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance which the Holder of this Promissory Note would have received if this Promissory Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such Amended and Restated Promissory Note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for herein.
(b) Upon providing to the Holder of a facsimile or original of the Company's signed Notice of Conversion, the Company shall forward written instructions to its transfer agent to issue one or more certificates representing that number of shares of Common Stock into which the Principal Sum is convertible in accordance with the provisions regarding conversion set forth in this Promissory Note, with proper restrictive legend, if an available exemption from registration is not then available, in the name of Holder (or his nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. The dat...
Company's Right to Convert. The Company may convert the Notes in whole but not in part with each Note converting into such number of fully paid and nonassessable shares of Common Stock as determined by dividing the principal amount of such Note by the Conversion Price then in effect.
(A) if the Company consummates a bona fide underwritten initial public offering of the Common Stock of the Company (1) pursuant to an effective registration statement filed with the Commission in accordance with the Securities Act (whether alone or in conjunction with a secondary public offering), resulting in gross proceeds of at least $50,000,000 and (2)(a) if such offering occurs prior to the first anniversary of the First Closing Date, the shares of Common Stock sold in such offer are sold at a price to the public of at least 150% of the Conversion Price then in effect; provided that prior to or simultaneously with such conversion the Noteholders and Preferred Holders receive in the aggregate and on a pro rata basis at least $30,000,000 in cash in consideration for their Conversion Shares (valued at the price to the public referred to above in this clause 2(a))or (b) the shares of Common Stock sold in such offering are sold at a price to the public of at least 200% of the Conversion Price then in effect (either event described under (2)(a) and (2)(b) above, a "QUALIFYING IPO"), or
(B) upon the occurrence of a Change of Control, so long as the value of the cash consideration to be paid to the Noteholders and Preferred Holders in respect of their Conversion Shares is at least equal to 200% of the original purchase price of the Purchased Securities paid by the Purchasers on the First Closing Date.
Company's Right to Convert. (i) At any time on or after the second anniversary of the date on which shares of Series B Preferred Stock are first issued, if the Company’s Common Stock trading volume averages 150,000 shares (adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) per Trading Day (as defined below) (as reported by Bloomberg or such other reporting agency as may be reasonably designated by the Company and approved by the holders of a majority of the shares of Series B Preferred Stock then outstanding) over the immediately preceding 30 trading days and the daily volume weighted average price per share (“VWAP”) of the Common Stock on its principal trading market (the “Relevant Market”) over any 20 of the immediately preceding 30 Trading Days (as defined below) exceeds the product of (1) 2.5 and (2) the then applicable Conversion Price (as defined in Section 5(D) below) (a “Company Conversion Right Qualifying Event”), the Company will have the right, but not the obligation, at any time during which a Company Conversion Right Event exists and for the ten (10) Trading Days thereafter, to convert (the “Company Conversion Right”) each outstanding share of Series B Preferred Stock into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) the Series B Original Issue Price divided by (y) the Conversion Price of the Series B Preferred Stock in effect on the Company Conversion Date (as defined below), with the Company to pay to the holder of each outstanding share of Series B Preferred Stock an amount equal to the Dividend Arrearage, if any, plus an amount equal to any accrued dividends from the last Dividend Payment Date to, but excluding, Company Conversion Date, whether or not declared, with respect to shares so converted,.
(ii) To exercise a Company Conversion Right, the Company shall deliver to each holder of record of Series B Preferred Stock an irrevocable written notice (a “Company Conversion Notice”) indicating the effective date of the conversion (the “Company Conversion Date”).
(iii) On the Company Conversion Date, the outstanding shares of Series B Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its Transfer Agent, and certificates previously representing shares of Series B Preferred Stock shall represent only the shares o...
Company's Right to Convert. Subject to Sections 4(c) and 12, at any time on or after the Closing Date within the 30-day period commencing on the first day after (i) the Company has completed a Refinancing and (ii) no Mandatory Conversion Blockage (as defined below) has occurred and is continuing, the Company may deliver a written notice to the Holder and the Transfer Agent (the "Mandatory Conversion Notice"), indicating that the Company is requiring the Holder and all other holders of outstanding Debentures to convert (a "Mandatory Conversion") all, but not less than all, of the then Outstanding Principal Amount of the Debentures plus accrued interest thereon to the date fixed for conversion into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 4(f) at the Conversion Rate (as defined in Section 4(e)) as of the Mandatory Conversion Date (as defined below); provided, however, that such 30-day period shall be tolled for any period in which a Mandatory Conversion Blockage occurs and is continuing. A "Mandatory Conversion Blockage" shall occur if (i) an event constituting a Default shall have occurred at any time prior to the Mandatory Conversion Date and is continuing, or (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is no longer an executive of the Company in a position and with responsibilities substantially similar to those held on the Closing Date or has announced his intention to leave such position or change such responsibilities, unless replaced within 45 days by a person reasonably acceptable to (A) the holders of no less than 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) ▇▇▇▇▇▇ for so long as ▇▇▇▇▇▇ holds not less than $10 million in principal amount of Debentures or shares of Common Stock attributable to conversion of such Debentures, or (iii) both ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ are no longer executives of the Company in positions and with responsibilities substantially similar to those held on the Closing Date or have announced their intention to leave such positions or change such responsibilities, unless replaced within 45 days by persons reasonably acceptable to the holders of (A) no less than 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) ▇▇▇▇▇▇ for so long as ▇▇▇▇▇▇ holds not less than $10 million in principal amount of Debentures or shares of Common Stock attributable to conversion of such Debentures, or (iv) the Registration Statement (as defined in the Registration Rights Agreem...
Company's Right to Convert. Subject to and upon compliance with the provisions of this Section 2, at any time and from time to time during which the Common Stock trades (measured by Closing Price) for thirty (30) consecutive trading days at or greater than a per share price of $10.50 (such number being
Company's Right to Convert. The first sentence of Section 6 of the Note is hereby amended such that the first sentence of Section 6 shall be replaced in its entirety to read as follows: On any date during the period beginning on the date which is 30 days after the Registration Statement has been declared effective by the SEC and ending on and including August 31, 2000, the Company shall have the right, in its sole discretion, to require that all or portion of the outstanding Conversion Amount of this Note be converted ("Company's Conversion Election") at the applicable Conversion Rate; provided that the Conditions to Conversion at the Company's Election (as set forth below) are satisfied.