Conversion Calculation. Except for the circumstances described in Section 4(b)(ii) below, the number of Conversion Shares will be determined by dividing (A) the amount of the Note Balance to be converted by (B) the lesser of (1) the 5% Conversion Price (as defined below) or (II) if Company consummates a sale of any of its equity securities after the Closing Date (for the avoidance of doubt, a “sale” of equity securities will not include equity securities issued pursuant to the acquisition of another entity by Company by merger, purchase of all or substantially all of the assets, or other reorganization whereby Company becomes the owner of more than 50% of the voting power of such entity, equity securities issued pursuant to the conversion or exercise of any convertible securities, options or warrants, or equity securities (including derivatives) granted, issued or issuable to employees, officers, directors or consultants pursuant to plans or agreements approved by Company’s board of directors), whether in a single or multiple closings or financings, the average price per share paid for such securities by the purchasers thereof. The term “5% Conversion Price” means, as of a given date, the price per share determined by dividing $1,500,000 by 5% of Company’s Fully Diluted Shares (as defined below). The term “Fully Diluted Shares” means, as of a given date, the total number of shares of Common Stock (a) issued and outstanding, (b) issuable upon the exercise of any and all outstanding options, warrants and rights to acquire shares of Common Stock, or upon the conversion of any and all outstanding securities convertible into shares of Common Stock, whether then vested, exercisable or convertible, and (c) authorized and issuable by the Company under any stock option or other equity compensation plan approved by the Company’s board of directors other than those shares subject to outstanding options, warrants or other similar rights described in the preceding clause (b).
Conversion Calculation. The number of shares of Common Stock the Investor is entitled to receive upon conversion of this Note in accordance with this Section 2 shall be determined as follows:
(i) Except as otherwise provided in Section 2(c)(ii), the Investor shall receive such number of shares of Common Stock as determined by the following formula (the “Base Amount”): where:
A = the principal amount of this Note. For example, for a Note with a principal amount of $5,000,000, the Investor would receive 2,166,667 shares of Common Stock calculated as follows: Investment amount $ 5,000,000 Divided by total investment $ 10,000,000 Percent of total investment 50 % Multiplied by total shares for $10MM 4,333,333 Shares issued for $5MM investment 2,166,667
(ii) If this Note is converted on the Maturity Date and the average closing price of the Common Stock on the Trading Market it is listed or quoted on during the ten (10) Trading Days ending three (3) days before the date of conversion (the “Adjusted Closing Price”) is less than $3.00 (subject to adjustment in accordance with Section 3 and subject to Section 2(f)), then the Investor shall receive such number of shares of Common Stock as determined by the following formula: where: A = the Base Amount; and B = the Adjusted Closing Price. For example, if the Adjusted Closing Price is $2.95, the Investor would receive 3,147,700 shares of Common Stock calculated as follows: Base Amount 2,166,667 Multiplied by 3 3.00 Divided by 70% of the Adjusted Closing Price 2.065 Adjusted number of shares 3,147,700
Conversion Calculation. In connection with a Qualified Transaction, the Shares shall be converted into Qualified Stock in accordance with the following formula: A = B * [(C ÷ D) * E] A = the number of shares of Qualified Stock issuable to Investor in connection with the Qualified Transaction; B = the number of Shares purchased by Investor pursuant to this Agreement; C = $1.80; D = the price per share at which the Qualified Stock is sold to investors in the Qualified Financing; and E = 1.10. For the avoidance of doubt, the calculation in this Section 4.3 shall be performed in the following order: (i) divide C by D, (ii) multiply the amount in (i) by E, and (iii) multiply the amount in (ii) by B.
Conversion Calculation. In connection with a Qualified Transaction, the Shares shall be converted into Qualified Stock in accordance with the following formula: A = B * [(C ÷ D) * E] A = the number of shares of Qualified Stock issuable to Investor in connection with the Qualified Transaction; B = the number of Shares purchased by Investor pursuant to this Agreement; C = $1.80; D = the price per share at which the Qualified Stock is sold to investors in the Qualified Financing; and
Conversion Calculation. Sick leave conversion as outlined in Section 10 above shall be calculated and paid as follows: not less than 10 50% 720 hours not less than 15 75% 840 hours not less than 20 90% 960 hours not less than 25 100% 960 hours
Conversion Calculation. The Registered Owner is entitled at any time and from time to time to convert all, or any part thereof, of the unpaid principal and interest (but without any Exit Fee) outstanding under this Convertible Debenture (the "OUTSTANDING DEBENTURE AMOUNT") into that number of fully paid and non-assessable shares of Common Stock (as defined in the Securities Purchase Agreement), at a price calculated as follows:
(i) if the Registered Owner converts the Outstanding Debenture Amount on or prior to November 1, 1998, the conversion price shall be equal to the Fixed Conversion Price (as defined in the Securities Purchase Agreement), or
(ii) if the Registered Owner converts the Outstanding Debenture Amount on November 2, 1998, or at any time thereafter, the conversion price shall be equal to the lesser of the Fixed Conversion Price or the Variable Conversion Price (as defined in the Securities Purchase Agreement). Notwithstanding anything to the contrary, the Company shall have the option to pay the outstanding interest of this Convertible Debenture then accrued upon receipt of the Conversion Notice (as defined below) in cash.
Conversion Calculation. The number of Shares to be issued on conversion shall be calculated in respect of the following formula: ] [ Where: CP is the lower of AUS$0.30 or VWAP PO is the Principal Outstanding that is being converted VWAP is the 45 day volume weighted average sale price of the Shares sold on ASX prior to and excluding he date of the Conversion Notice but does not include any transaction defined in the ASX Business Rules as “special crossings”, crossings prior to the commencement of normal trading, crossings during the after hours adjust phase or any overseas trades, the exercise of options over Shares or any transactions made by or on behalf of the Lender or any associate of the Lender 13351-1 FranklynLegal
Conversion Calculation. The number of shares issuable upon conversion of all or a portion of the principal outstanding under this Note at any time shall be determined by dividing the amount of principal to be converted by the Conversion Price, where the Conversion Price equals eighty percent (80%) (the "Conversion Percentage") of the average of the five (5) Closing Bid Prices for the Common Stock for the five (5) consecutive trading days immediately preceding the Conversion Date (as herein defined), as reported on the National Association of Securities Dealers OTC Bulletin Board Market (or on such other national securities exchange or market as the Common Stock may trade at such time); notwithstanding anything in this paragraph to the contrary, if the registration statement covering the resale of the shares of Common Stock issuable upon conversion of this Note has not been declared effective within 240 days after the date of issuance of this Note (the "Due Date"), then, upon written notice by the Creditor to the Company, the Conversion Percentage shall decrease by two percent (2%) for each month after such notice (that is, each thirty (30) day period after the notice after the Due Date, beginning on the 30th day of the month in which the notice was first provided) or partial month in which the said registration statement has not been declared, or does not remain, effective to a Minimum Conversion Percentage of seventy percent (70%); if such registration statement has not been declared and does not remain effective on the date which is one (1) year after the date of issuance of this Note, then, upon written notice by Creditor to the Company, the Conversion Percentage shall be seventy percent (70%). For purposes hereof, the term "
Conversion Calculation. At any time after the effectiveness of Registration Statement, the Registered Owner is entitled to convert all, or any part thereof, of the unpaid principal and interest outstanding under this Debenture (the "OUTSTANDING DEBENTURE AMOUNT") into that number of fully paid and non-assessable shares of Common Stock (as defined in the Securities Purchase Agreement), at a price calculated as determined under the Securities Purchase Agreement, as amended. Notwithstanding anything to the contrary, the Company shall have the option to pay the outstanding interest of the Convertible Debentures then issued upon receipt of the Conversion Notice (as defined below) in cash.
Conversion Calculation. The number of Shares issuable upon Conversion shall be equal to (a) the Conversion Amount divided by (b) $0.30 (the “Conversion Price”).
