Conversion by the Company. (i) In the event that a VWAP Trigger has occurred, the Company is entitled to convert, at any time and from time to time beginning three (3) years after the Original Issuance Date but not within ninety (90) days after the delivery of a prior Forced Conversion Notice (as defined below), at the sole option of the Company, any or all shares of outstanding Series A Preferred Stock held by each holder into a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the Conversion Amount in accordance with Section 5(ii) and (iii) hereunder.
(ii) The maximum number of shares of Common Stock that may be issued to the holders of the Series A Preferred Stock on any Conversion Date pursuant to Section 5(b)(i) is equal to:
(A) if the VWAP Trigger is greater than two hundred and twenty-five percent (225%) but less than two hundred and fifty percent (250%) of the Conversion Price, the greater of (1) three million (3,000,000) shares of Common Stock, as adjusted for any Common Stock splits, Common Stock dividends on Common Stock or a similar event subsequent to the Original Issuance Date, or (2) ten (10) times the average daily trading volume on the National Exchange upon which such shares of Common Stock trade (the “ADTV”) during the Reference Period; or
(B) if the VWAP Trigger is greater than or equal to two hundred and fifty percent (250%) of the Conversion Price, the greater of (1) six million (6,000,000) shares of Common Stock, as adjusted for any Common Stock splits, Common Stock dividends on Common Stock or similar event subsequent to the Original Issuance Date, or (2) ten (10) times the ADTV during the Reference Period.
(iii) In order to convert shares of Series A Preferred Stock into shares of Common Stock pursuant to Section 5(b)(i), the Company shall, within five Business Days after a Forced Conversion Determination Date, give written notice (a “Forced Conversion Notice”, and the date of such notice, a “Forced Conversion Notice Date”) to each holder of record of shares of Series A Preferred Stock stating that the Company elects to force conversion of such shares of Series A Preferred Stock and shall state therein (i) the number of shares of Series A Preferred Stock to be converted, (ii) the VWAP of the shares of Common Stock during the Reference Period, (iii) the Company’s computation of the number of shares of Common Stock to be received by the holder, and (iv) the date of such conversion, which shall be no more th...
Conversion by the Company. In the event the closing sales price of a share of Common Stock as reported on the New York Stock Exchange exceeds the Conversion Price on five (5) consecutive trading days, the Company, at its election, may convert this Note into the number of fully paid and nonassessable shares of Common Stock determined by dividing (x) the principal amount outstanding by (y) the Conversion Price. Upon such conversion and without any further action by the parties hereto, the holder hereof will not be entitled to any additional principal or interest payments hereunder. Upon receipt of written notice from the Company informing the holder of the conversion of the Note, the holder shall convert the Note in accordance with the provisions of Section 2.2 below.
Conversion by the Company. From the day that is twenty-four calendar months after the Date of Original Issue and at any time or from time to time thereafter prior to 4:00 p.m. (Vancouver time) on the Business Day immediately preceding the Maturity Date, if a Conversion Event shall have occurred, then the Company shall prior to the 5th Business Days following such Conversion Event have the option to convert up to the entire amount outstanding under this Convertible Note (including the accrued but unpaid interest thereon) into Common Shares at the Conversion Price. The number of Common Shares to be issued upon such a conversion shall be equal to the quotient obtained by dividing (x) the principal amount outstanding under the Convertible Note that the Company elects to convert (plus the accrued but unpaid interest thereon) by (y) the applicable Conversion Price; provided that the aggregate of all conversions by the Company under this Section 9(b) shall not result in the conversion of greater than $8,750,000 of principal amount, subject to any adjustments pursuant to Section 10.
Conversion by the Company. If the Company conducts a Forced Conversion Event (defined below) prior to the Maturity Date, then the Company may elect to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock of the Company at the Discount Conversion Price (defined below). The number of such shares of common stock that Holder shall be entitled to receive, and shall receive, upon such conversion shall be determined by dividing the amount of unpaid principal and accrued interest under this Note so being converted by the Discount Conversion Price, with interest computed as of the Forced Conversion Date (defined below). The Company’s election to convert this Note, in whole or in part, shall be irrevocable. The Company shall exercise its right of conversion by forwarding: (i) a Notice of Conversion, in the form attached hereto as Exhibit B, signed by the Chief Executive Officer of the Company, to the Holder, notifying the Holder that the Company is exercising its right to convert this Note into restricted shares of Common Stock of the Company and the effective date of conversion (“the Forced Conversion Date”), and (ii) the certificate for the number of shares due to the Holder. The Holder agrees to use its best efforts to return the original Note (or if the original Note has been lost or destroyed, to provide an affidavit certifying to such loss or destruction) to the Company within thirty (30) calendar days following receipt of the Notice of Conversion subject to Section 5(h), following the Forced Conversion Date, all Promissory Notes that were converted pursuant to this Section 5(b) shall be deemed void and of no further force or effect. For purposes of this Note, a Forced Conversion Event means either: (a) a registered initial public offering of the Company’s stock (“IPO”) or (b) a transaction resulting in gross proceeds of more than $7,500,000 to the Company (“Qualifying Transaction”). Notwithstanding anything contained herein to the contrary, if the Company completes an IPO and exercises its right to convert the Note pursuant to this Section 5(b), the Note shall convert into the same security issued pursuant to the IPO.
Conversion by the Company. In connection with the conversion of any shares of Series B REIT Preferred Stock into shares of REIT Common Shares in accordance with the provisions of the Series B Articles Supplementary, the Partnership shall convert Series B Preferred Partnership Units into Common Partnership Units and issue such Common Partnership Units to Ashford Prime OP Limited Partner LLC. The number of Common Partnership Units into which the Series B Preferred Partnership Units are convertible shall be equal to the number of REIT Common Shares into which the Series B REIT Preferred Stock is then being converted, as set forth in the Series B Articles Supplementary. From and after the date of such conversion (as determined under the Series B Articles Supplementary), the Series B Preferred Partnership Units so converted shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series B Preferred Partnership Units shall cease.
Conversion by the Company. The Company shall not have the ability to require the conversion of the Note. Registration The Company shall file a registration statement with the SEC not later than 30 days after the consummation of the business combination to register the issuance of the Ordinary Shares upon conversion of the Note. (Subject to administrative / procedure lead time)2 Redemption at Option of Company: The Company will have the right to redeem to redeem the Note in whole or in part for cash in US dollars at any time after the first anniversary of the date of the Note at 100%, upon written notice to the Holder of not less than 60 days.
Conversion by the Company. (i) Upon receipt of a Demand Notice, if the Company elects to convert this Note pursuant to the provisions of Section 5 above, the Company shall, within three (3) Business Days following the receipt by the Company of the Demand Notice, complete and sign a conversion notice in the form attached hereto as Exhibit B (the “Company Notice of Conversion”) and (ii) deliver the Company Notice of Conversion to the Holder.
(ii) If (A) this Note becomes due on the Outside Maturity Date (because the Holder has not made an earlier demand for payment of the entire amount due under this Note and this Note has not been converted into Ordinary Shares prior to the Outside Maturity Date) and (B) the Company elects to convert this Note pursuant to the provisions of Section 5 above, the Company shall, no later than three (3) Business Days prior to the Outside Maturity Date, (I) complete and sign the Company Notice of Conversion and (II) deliver the Company Notice of Conversion to the Holder.
(iii) Upon receipt of the Company Notice of Conversion by the Holder in accordance with subsections (i) or (ii) above, the Holder will, subject to the issuance and delivery of the securities by the Company pursuant to subsection (c) below, surrender this Note to the Company.
Conversion by the Company. The Company may at its discretion convert all or part of the shares of Preferred Stock (at the conversion ratio set forth above) into shares of Common Stock if the market value of the shares of Common Stock exceeds $5.00 per share for ten (10) consecutive trading days, provided the Corporation has sufficient authorized shares of Common Stock for conversion of all the then issued and outstanding shares of Series A Preferred Stock. Market value shall be the average of the bid and asked prices (or the closing price if the stock is listed on the NASDAQ National Market System) on any given date.
Conversion by the Company. The entire principal amount of this Note shall be converted into shares of the Company's equity securities (the "Equity Securities") issued and sold at the close of the Company's next equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Company of at least $2,000,000 in the aggregate (excluding the conversion of the Notes) (the "Next Equity Financing"), provided that the Next Equity Financing closes on or before September 30, 2006. The number of shares of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount of this Note by (ii) 0.35, rounded up to the nearest whole share.
Conversion by the Company. The Company's Restated Articles shall provide that if the Registration Statement covering the Registrable Securities is not effective by the Required Effective Date, then the conversion price of the Preferred Stock shall be reduced five percent (5%) for each ninety (90) day period or portion thereof after the Required Effective Date that the Registration Statement is not effective; provided, that this provision in the Restated Articles shall expire if the Registration Statement covering the Registrable Securities is effective by the Required Effective Date.
