Conversion at the Option of the Company Sample Clauses

Conversion at the Option of the Company. In connection with any conversion at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate (as defined in the Certificate of Designation) to the Depositary stating that it has complied with all of the conditions to the exercise of its optional conversion rights set forth in the Certificate of Designation, and the Depositary shall have no duty or obligation to inquire or investigate whether the Company has complied with the terms of the Certificate of Designation. If the Company exercises such conversion right, it shall provide written notice of such conversion to the Depositary stating, in addition to any information required by applicable law or regulation, (i) the Conversion at the Option of the Company Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock; and (iii) the number of shares of Convertible Preferred Stock to be converted; (iv) if fewer than all shares of Convertible Preferred Stock held by any holder are to be converted, the number of such shares held by such holder to be so converted; (v) the place or places where the shares of Convertible Preferred Stock to be converted are to be surrendered for conversion. Upon receipt of such notice, the Depositary shall as promptly as practicable provide notice of the Company’s exercise of such conversion right to each holder of Receipts, which notice shall be prepared by the Company and sent to the Depositary and shall state (i) the Conversion at the Option of the Company Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock (and Depositary Share); (iii) the number of shares of Convertible Preferred Stock and Depositary Shares to be converted; (iv) if fewer than all Depositary Shares held by any holder are to be converted, the number of such Depositary Shares held by such holder to be so converted; (v) the place or places where the Depositary Shares to be converted are to be surrendered for conversion. On the date of any conversion at the option of the Company, a holder of a Receipt must surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Deposita...
AutoNDA by SimpleDocs
Conversion at the Option of the Company. (i) If the Liquidity Conditions are satisfied, on and after the three (3) year anniversary of the Original Issuance Date, at the Company’s option and election and upon its compliance with this SECTION 6(b)(i), all (but not less than all) outstanding Convertible Preferred Shares shall be converted into a number of duly authorized, validly issued, fully paid and non-assessable Subordinate Voting Shares equal to the then-applicable Conversion Amount per each Convertible Preferred Share so converted, upon written notice by the Company to holders of record of the Convertible Preferred Shares as they appear in the records of the Company notifying such holders of the conversion contemplated by this SECTION 6(b)(i), which conversion shall occur on the tenth (10th) Business Day following the date of such notice, which Conversion Date shall be specified in such notice, provided, that such notice may be delivered by the Company (and such Convertible Preferred Shares may be converted into Subordinate Voting Shares pursuant to this SECTION 6(b)(i)) only if the Closing Price (or, if the Closing Price on any Trading Day is quoted only in Canadian dollars, the USD Equivalent Amount thereof on such Trading Day) per Subordinate Voting Share for at least twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the date on which such notice is delivered by the Company was equal to or greater than (x) at least 160% of the Conversion Price if such conversion occurs after the three (3) year anniversary of the Original Issuance Date and prior to the four (4) year anniversary of the Original Issuance Date; (y) at least 150% of the Conversion Price if such conversion occurs after the four (4) year anniversary of the Original Issuance Date and prior to the five (5) year anniversary of the Original Issuance Date; and (z) at least 140% of the Conversion Price if such conversion occurs after the five (5) year anniversary of the Original Issuance Date. (ii) Such notice of conversion at the option of the Company pursuant to SECTION 6(b)(i) must state: (A) that the Company has exercised its conversion right pursuant to SECTION 6(b)(i), briefly describing such conversion right; (B) the Conversion Date for such conversion and the date scheduled for the settlement of such conversion; (C) the name and address of the transfer agent; (D) that Convertible Preferred Shares subject to conversion pursuant to SECT...
Conversion at the Option of the Company. Each Restricted Voting Share may be converted into one Common Share, at any time and from time to time, at the option of the Company by delivery to a holder of the Restricted Voting Share of a notice indicating same and the holder of Restricted Voting Shares shall only have the right to receive the relevant number of Common Shares resulting from such conversion and any accrued and unpaid dividends on the Restricted Voting Shares so converted upon compliance with the terms of the notice. The effective time of conversion shall be the close of business on the date specified in the notice of the Company and the Common Shares issuable upon conversion of such Restricted Voting Shares shall be deemed to be issued and outstanding of record as of such time and the applicable Restricted Voting Shares shall be cancelled at that time.
Conversion at the Option of the Company. At the option of the Company, thirty (30) days prior to the Maturity Date, the entire outstanding principal amount of the Notes shall be convertible upon surrender to, and cancellation thereof by, the Company into shares of Common Stock determined by dividing (i) the entire outstanding principal amount of the Notes by (ii) the Per Share Market Price (defined below) on the Trading Day (defined below) thirty (30) days prior to the Maturity Date; provided in no event shall the Per Share Market Price be less than $0.01 per share; provided further that the Company shall not elect to convert the entire outstanding principal amount of the Notes into shares of Common Stock if the Per Share Market Price on the Trading Day thirty (30) days prior to the Maturity Date is less than or equal to $0.005 per share.
Conversion at the Option of the Company. On or after the date on which the Mandatory Conversion Condition is satisfied (or waived by the Majority Holders) and if the Thirty-Day VWAP is greater than the Conversion Price, the Company shall have the right, at its option, to cause all outstanding Preferred Shares to be automatically converted (without any further action by the Holder and whether or not the certificates representing the Preferred Shares are surrendered), in whole but not in part, into such number of Conversion Shares as set out in Section 5.3. The Company may exercise its option under this Section 5.2 by providing the Holders with a notice (the “Company Conversion Notice”), which Company Conversion Notice shall specify that the Company is exercising the option contemplated by this Section 5.2 and the Conversion Date on which the Company expects such conversion to occur (which Conversion Date shall be not less than four (4) Business Days following the date such Company Conversion Notice is provided to the Holders); provided that, once delivered, such notice shall be irrevocable, unless the Company obtains the written consent of the Majority Holders. For the avoidance of doubt, (x) the Holders shall continue to have the right to convert their Preferred Shares pursuant to Section 5.1 until and through the Conversion Date contemplated in this Section 5.2 and (y) if any Preferred Shares are converted pursuant to Section 5.1, such Preferred Shares shall no longer be converted pursuant to this Section
Conversion at the Option of the Company. The Company shall have the right to force the Holder to convert this Debenture into shares of Common Stock in accordance with this Section 3 hereof, in amounts not to exceed $200,000 in any thirty (30) day period, after the Original Issue Date, subject to the limitations on conversions set forth in Section 3(b) hereof and provided that the following conditions are satisfied: (a) the Closing Bid Price of the Common Stock is greater than 110% of the Conversion Price on each of the five Trading Days immediately preceding the Conversion Date, (b) the average daily trading volume for the Common Stock on a Primary Market shall have been greater than $200,000 over the five Trading Days prior to the Conversion Date, (c) the Underlying Shares Registration Statement shall be effective and the Holder shall be permitted to resell the shares of Common Stock underlying this Debenture under the Underlying Registration Statement, and (d) no Event of Default has occurred.
Conversion at the Option of the Company. The Company may, at its election, convert each and every share of Series C Preferred Stock into the number of shares of Common Stock equal to the Conversion Rate in effect on the date of such election at any time between the announcement of a Proposal to be submitted to a stockholder vote and the record date for such vote if the Company has received the written advice of counsel that it is unable to opine that the holders of the Series C Preferred Stock would not be entitled to vote together as a separate class on any such matter. For purposes of this Section (i) “
AutoNDA by SimpleDocs
Conversion at the Option of the Company. The convention pursuant to Section 3(a)(ii) will occur at the option of the Company and without further action by the Holder. The Company shall promptly deliver notice of the occurrence of such conversion to the Holder by facsimile or email (or otherwise deliver) The Company shall promptly issue and deliver to the Holder or its designee, by book-entry delivery, that number of Ordinary Shares issuable upon conversion of this Debenture. The Holder shall, if required by Section (3)(b)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction).
Conversion at the Option of the Company. At any time during the Company Conversion Period, the Company shall be entitled by not less than 14 days' notice in writing to Noteholders (a "COMPULSORY CONVERSION NOTICE") to convert, on the expiry date of such Compulsory Conversion Notice, the whole (but not part only) of the Notes into Ordinary Shares at the Conversion Rate applicable on such expiry date and in the event of such notice being given as aforesaid the holding of such Notes of each Noteholder shall be automatically converted at such rate on such expiry date. For the purposes of this condition 11 such expiry date shall be deemed to be a Conversion Date and the provisions of these conditions shall apply to any conversion hereunder accordingly.
Conversion at the Option of the Company. The full Principal amount of this Debenture (plus any Interest that has accrued but not yet been paid) (the “Conversion Amount”) will be subject to conversion at the option of the Company, on or after the date that is one year from the date of issuance of this Debenture (the “Company Conversion”) into Common Shares in the event the closing price of the Common Shares on the TSX is at or above $0.75 per Common Share for a period of twenty (20) consecutive trading days (the “20 Day Period”). In order to exercise the Company Conversion, the Company will provide the Debentureholder with written notice (the “Company Conversion Notice”) on a date (the “Notice Date”) that is no later than 15 business days after the completion of the 20 Day Period (or, to the extent TSX approval is required, on a date that is no later than 7 business days after receiving such approval). Notice shall be deemed to have been received by the Debentureholder in accordance with the Indenture. The Company Conversion Notice shall include: (i) that the Company Conversion has been exercised, (ii) instructions for returning the Debentureholder’s original Debentures in order to obtain certificates representing Common Shares, and
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!