Conversion and Repayment Sample Clauses

Conversion and Repayment. (a) If the Company, on or before the Maturity Date, issues and sells shares of its preferred stock (the “New Preferred Stock”) in a transaction, or series of related transactions, that raises at least $5,000,000 in equity financing for the Company, excluding indebtedness evidenced by the 2018 Notes that is converted into shares of New Preferred Stock in such transaction (which financing is referred to herein as a “Qualified Financing”), then upon the closing of such Qualified Financing, all of the then unpaid principal amount of this Note, together with accrued but unpaid interest thereon, shall automatically convert into shares of the same series of preferred stock of the Company as are issued by the Company in the Qualified Financing at a conversion price equal to the lower of: (i) 0.8 times the price per share that is paid by the investors purchasing shares of New Preferred Stock for cash in such Qualified Financing or (ii) an amount per share (the “Valuation Cap Per Share Value”) equal to (x) $50,000,000 divided by (y) the total number of shares of Common Stock of the Company outstanding immediately prior to the closing of the Qualified Financing, as determined on a fully-diluted basis to give effect to the conversion of all issued and outstanding shares of convertible preferred stock of the Company and the exercise of all then outstanding warrants and options of the Company, but excluding shares that are available for issuance, but are not subject to awards that are then outstanding, under the Company’s equity incentive plan or plans.
Sample 1
AutoNDA by SimpleDocs
Conversion and Repayment. At the option of the Investor, all or any part of the outstanding principal amount of the Debenture(s) (excluding any accrued and unpaid interest thereon which shall be paid quarterly) shall be convertible during the Conversion Period, as defined below, as follows:
Sample 1
Conversion and Repayment. (a) Conversion upon a Qualified Financing.
Sample 1
Conversion and Repayment. Each Convertible Debenture will be convertible into Conversion Securities pursuant to this Section 2.01(c).
Sample 1
Conversion and Repayment. Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities ("Equity Securities") to investors (the "Investors") while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $1,000,000 (excluding the conversion of the Notes) (a "Qualified Financing"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.7. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall repay the Holder in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal. For purposes of this Note, a"Change of Control"means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; or (iii) the sale or transfer of all or substantially all of the Company's assets, or the exclusive license of all or substantially all of the Company's material intellectual property; provided that a Change of Control shall not include any transaction or series of
Sample 1
Conversion and Repayment 
Sample 1Sample 2Sample 3See All (41)

Related to Conversion and Repayment

  • REDEMPTION AND REPURCHASE The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Borrowing and Repayment Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.

  • Prepayments and Repayments .. 29 Section 2.8 Notes; Loan Accounts.................... 30 Section 2.9 Manner of Payment....................... 30 Section 2.10 Reimbursement........................... 31 Section 2.11 Pro Rata Treatment...................... 32 Section 2.12

  • Redemption and Prepayment Section 3.01

  • Redemptions and Repurchases The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon receipt by the Trust or a Person designated by the Trust that the Trust redeem such Shares or in accordance with such procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, in accordance with the By-Laws and the applicable provisions of the 1940 Act. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request for redemption is received in proper form. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the Rules of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets held with respect to such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. The redemption price may in any case or cases be paid in cash or wholly or partly in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders of the Series of which the Shares are being redeemed. Subject to the foregoing, the selection and quantity of securities or other property so paid or delivered as all or part of the redemption price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

  • Interest and Repayment The Borrower shall repay, and shall pay interest on, the aggregate unpaid principal amount of the Loan in accordance with the Note, evidencing the indebtedness resulting from such Loan and delivered to the Lender pursuant to Article II.

  • Redemption and Repurchase; Discharge Prior to Redemption or Maturity This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

  • Maturity, Redemption and Purchases (a) Unless previously redeemed for tax reasons as provided in the terms and conditions of the Bonds, or repurchased by Canada, as provided below, the principal amount of the Bonds is due and payable on November 15, 2022.

Time is Money Join Law Insider Premium to draft better contracts faster.