Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. The "CONVERSION PRICE" shall be equal to the lesser of (y) seventy-seven and one-half percent (77.5%) of the Market Price and (z) ________ Dollars and ______ Cents ($____) (the "Fixed Price"), provided that in the event that the Common Shares issued as a result of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price. (b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of this Debenture, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc)
Conversion; Conversion Price; Valuation Event. (a) At the --------------------------------------------- option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half $0.20, or (ii) eighty percent (77.580%) of the lowest Market Price and during the twenty (z20) ________ Dollars and ______ Cents Trading Days prior to Holder's election to convert ($____) (the a "Fixed PriceDISCOUNT MULTIPLIER"); provided, provided that -------- in the event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Common Shares issued as a result of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market PriceRegistration Statement is not effective.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline, or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof that the Registration Statement is not effective, at its sole optionwith the monthly payment amount to increase to $20,000 for each thirty (30) day period, at a Conversion Price equal to or portion thereof after the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:first ninety (90) day period.
Appears in 2 contracts
Samples: Convertible Debenture (Thinka Weight Loss Corp), Convertible Debenture (Seven Charles C)
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted through not included at the Conversion Dateoption of the Holder in clause (i) divided by (ii) of the Conversion Priceimmediately preceding sentence. The "CONVERSION PRICEConversion Price" shall be equal to the lesser of (yi) seventy-seven and one-half percent $0.20, or (77.5%ii) 80% of the Market average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert, or (iii) 80% of the Volume Weighted Average Price and (z) ________ Dollars and ______ Cents ($____) on the Trading Day prior to Holder's election to convert (the percentage figure being a "Fixed PriceDiscount Multiplier"); provided, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is declared effective and continuing for the number of days that a Registration Statement was not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares issued as a result are available, registered and freely tradable. If Holder converts more than 5% of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under face value of the Securities ActDebenture in any calendar month, the Conversion Price excess over 5% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, the Company's remedy shall be that Holder shall not be entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 business days prior to the end of the month, of Holder's failure to convert the xxxxxum required amount for that month. In the event Holder does not convert at least 5% of the Debenture for two consecutive calendar months, in addition to the penalty set forth in the previous sentence, the Company may repay, at par, an amount of the Debenture equal to two times the lesser of (A) the Fixed Price or (B) fifty percent (50%) differential between 5% of the Market Priceface value of the Debenture and the amount actually converted by Holder. If the Holder elexxx xx convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.01, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 125% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $0.01, Holder shall not be obligated to convert any portion of the Debenture during that month.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and twenty-five percent (125%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and twenty-five percent (125%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole optionthat the Registration Statement is not effective, at a Conversion Price equal with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the Current Market Price on any Trading Day during first ninety (90) day period.
(iii) If the Valuation Period. For purposes of this Section 3.1(b)SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, a "VALUATION EVENT" shall mean an event in which and the Company at any time takes any does not, within 3 business days of the following actions:SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at the Conversion Date (plus any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. The "CONVERSION PRICE" “Conversion Price” shall be equal to the lesser of (yi) seventy-seven $1.00, or (ii) 80% of the average of the three lowest Volume Weighted Average Prices during the twenty (20) Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by one and one-half percent percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective (77.5%provided, that the Discount Multiplier shall not be so decreased if (i) the Company continues to use its commercially reasonable best efforts to obtain effectiveness of the Market Price Registration Statement, and (zii) if the Company is unable to obtain and sustain effectiveness of the Registration Statement due to changes in the Commission’s, or its staff’s, policy or interpretations with respect to the registration of transactions of the nature contemplated hereunder, the Company uses its commercially reasonable best efforts to obtain effectiveness of a registration statement of the Company filed on an appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, such maximum portion of the Registrable Securities that is acceptable to the Commission or the staff pursuant to Rule 415 under the Securities Act, including the Prospectus contained therein and forming a part thereof, any amendments to such registration statement and supplements to such Prospectus, and all exhibits to and other material incorporated by reference in such registration statement and Prospectus) or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. In addition, if the Registration Statement has theretofore been declared effective but is not thereafter effective, Holder, at its option, shall be entitled to the Conversion Price on the date that the Registration Statement is no longer effective, for a period beginning on the date that the Registration Statement is subsequently declared effective and continuing for the number of days that a Registration Statement was not effective. The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. ___________________ Dollars and Initials ____________________ Cents Initials Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert a minimum of at least 25% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are subject to an effective Registration Statement and validly authorized by the Company. If Holder converts more than 25% of the face value of the Debenture in any calendar month, the excess over 25% shall be credited against the next month’s minimum conversion amount. In the event Holder does not convert at least 25% of the Debenture in any particular calendar month into Common Stock, Holder shall nevertheless transfer the required amount of the remaining Principal Amount of the Debenture to the Company, and the Company shall pay interest thereon to Holder according to the terms and conditions set forth herein. In the event that (i) the Company is in breach of any material provision of the Agreements, (ii) the value of the Registrable Securities that are registered and free trading under the Registration Statement and that are held by the Escrow Agent and not yet transferred to the Holder is not at all times equal to at least two times (2x) Principal Amount remaining to be transferred from the Holder to the Company under the Debenture Purchase Agreement, or (iii) the Company has not honored any Conversion Notices submitted by Holder to the Company, Holder shall not be required to convert any of the remaining Principal Amount of this Debenture, nor shall Holder be required to transfer or pay any monies as set forth herein or in Section I.B. of the Debenture Purchase Agreement until such time as Company cures said breach. The preceding sentence shall not limit or waive any other remedy that Holder may have for any breach by the Company under any of the Agreements. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made the Volume Weighted Average Price is below $0.16, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.
(b) Notwithstanding the provisions of Section 3.1(a), if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(i) The Holder may demand repayment of one hundred and fifty percent (150%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time during the period that the Company’s Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall immediately issue and pay, as the case may be, to the Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, that the Registration Statement is not effective, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the first ninety (90) day period.
(iii) If the SEC indicates that the Company’s Registration Statement will be declared effective upon request by the Company, and the Company does not, within 3 business days of the SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double. ___________________ Initials ____________________ Initials Provided however, Section 3.1(b) (shall not apply if the "Fixed Price"), provided that Company has used its commercially reasonable best efforts to timely obtain effectiveness of the Registration Statement and failure to timely obtain effectiveness and sustain effectiveness is due to changes in the event that Commission’s, or its staff’s, policy or interpretations with respect to the Common Shares issued as a result registration of transactions of the conversion nature contemplated hereunder, and provided further that (i) the Company continues to which use its commercially reasonable best efforts to obtain effectiveness of the Registration Statement, and (ii) if the Company is unable to obtain and sustain effectiveness of the Registration Statement due to changes in the Commission’s, or its staff’s, policy or interpretations with respect to the registration of transactions of the nature contemplated hereunder, the Company uses its commercially reasonable best efforts to obtain effectiveness of a registration statement of the Company filed on an appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, such Conversion Price relates are maximum portion of the Registrable Securities that is acceptable to be sold the Commission or the staff pursuant to Rule 144 promulgated 415 under the Securities Act, including the Conversion Price shall be equal Prospectus contained therein and forming a part thereof, any amendments to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Pricesuch registration statement and supplements to such Prospectus, and all exhibits to and other material incorporated by reference in such registration statement and Prospectus.
(b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of this Debenture, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:
Appears in 1 contract
Samples: Convertible Debenture (MultiCell Technologies, Inc.)
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount principal amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture principal amount being converted through the Conversion Date) divided by (ii) the Conversion Priceconverted. The "CONVERSION PRICEConversion Price" shall be equal to the lesser of (yi) seventy-seven and one-half $0.25, or (ii) eighty percent (77.580%) (a "Discount Multiplier") of the Market Price and average of the 5 lowest volume weighted average prices during the twenty (z20) ________ Dollars and ______ Cents ($____) (the "Fixed Price")Trading Days prior to Holder's election to convert; provided, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Registration Statement is not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 15% (such 15% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares issued as a result are available, registered and freely tradable. The 15% monthly maximum amount shall not be applicable if the Current Market Price of the conversion to which such Conversion Common Stock at anytime during the applicable month is higher than the Current Market ----------- ----------- Initials 5 Initials Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market PriceCommon Stock on the Closing Date. In the event Holder breaches this provision, Holder shall not be entitled to collect interest on the Debenture for that month.
(b) Within two (2) Business Days Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective; provided that this provision shall not apply if the Company has filed the Registration Statement within 30 days of the occurrence Closing Date and thereafter responds to all SEC comments within 10 business days of receipt thereof, the following will also apply in addition to any damages incurred by the Holder as a Valuation Eventresult thereof:
(i) The Holder may demand repayment of one hundred and twenty-five percent (125%) of the Principal Amount of the Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within ten (10) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and twenty-five percent (125%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, following demand therefor.
(ii) If the Holder does not elect to accelerate the contrary contained herein, if a Valuation Event occurs during any Valuation PeriodDebenture, the Company shall immediately issue to Holder may convert some 50,000 Shares of Common Stock for each thirty (30) day period, or all of this Debentureportion thereof, at its sole option, at a Conversion Price equal to that the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:Registration Statement is not effective.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted through not included at the Conversion Dateoption of the Holder in clause (i) divided by (ii) of the Conversion Priceimmediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half $0.25, or (ii) eighty percent (77.580%) of the Market Price and average of the 3 lowest Volume Weighted Average Prices during the twenty (z20) ________ Dollars and ______ Cents Trading Days prior to Holder's election to convert ($____) (the a "Fixed PriceDISCOUNT MULTIPLIER"); provided, that in the -------- event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Registration Statement is not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 15% (such 15% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. If Holder converts more than 5% of the face value of the Debenture in any calendar month, the excess over 5% shall be credited against the next month's minimum conversion amount. The 15% monthly maximum amount shall not be applicable if the Current Market Price of the Common Stock at anytime during the applicable month is higher than the Current Market Price of the Common Stock on the Closing Date. In the event Holder does not convert at least 5% of the Debenture in any particular calendar month, Holder shall not be entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 business days prior to the end of the month, of Hxxxxx's failure to convert the minimum required amount for that month. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.10, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Common Shares issued as a result Company elects to prepay that portion of the conversion Debenture, Holder shall have the right to which such withdraw its Conversion Price relates are to be sold pursuant to Rule 144 promulgated under Notice. If, at anytime during the Securities Actmonth, the Conversion Volume Weighted Average Price is below $0.10, Holder shall not be equal obligated to the lesser of (A) the Fixed Price or (B) fifty percent (50%) convert any portion of the Market PriceDebenture during that month.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole optionthat the Registration Statement is not effective, at a Conversion Price equal with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the Current Market Price on any Trading Day during first ninety (90) day period.
(iii) If the Valuation Period. For purposes of this Section 3.1(b)SEC indicates that the Company's Registration Statement will be declared effective upon request by the Company, a "VALUATION EVENT" shall mean an event in which and the Company at any time takes any does not, within 3 business days of the following actions:SEC indication, request that the Registration Statement become effective, the amounts set forth in subsections (ii) and (iii) above shall double.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At Subject to the limitations set forth in Section 3.5, at the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by one hundred ten, minus the product of the Conversion Date (plus any accrued and unpaid interest on Price multiplied by ten times the dollar amount of the Debenture being converted through converted, and the Conversion Date) entire foregoing result shall be divided by (ii) the Conversion Price. The "CONVERSION PRICE" “Conversion Price” shall be equal to the lesser of of: (yi) seventy-seven and one-half percent $4.00, or (77.5%ii) 80% of the average of the five lowest Volume Weighted Average Prices during the twenty Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $1.00, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 135% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the Volume Weighted Average Price is below $1.00, Holder shall not be obligated to convert any portion of the Debenture during that month. The $1.00 figure shall be adjusted, on the date that is one year after the Closing Date and every six months thereafter (“Adjustment Dates”), to a price equal to 65% of the average of the Current Market Price and (z) Prices for the fifteen Trading Days prior to each Adjustment Date. ___________________ Dollars and Initials ____________________ Cents ($____) (Initials In accordance with the "Fixed Price")terms of the Warrant, provided that in the event at any time that the Common Shares issued as Holder elects to convert a result of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price.
(b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all portion of this Debenture, at its sole option, at a Conversion then the Holder will be deemed to have elected to exercise an identical percentage of the Warrant and to pay the Exercise Price equal (as defined in the Warrant) to the Current Market Price on any Trading Day during Company in connection with such exercise. Beginning one year from the Valuation PeriodClosing Date, Holder shall submit Debenture conversion notices and related Warrant exercise notices in an amount such that Xxxxxx receives a total of 1% of the Outstanding shares of the Company every calendar quarter for a period of one year, provided that Xxxxxx is able to sell the shares under Rule 144. For purposes Beginning two years from the Closing Date, Holder shall convert $3,000 of the Debenture and exercise 30,000 Warrant Shares each calendar month, provided that Holder is able to sell the underlying Common Stock under Rule 144(k). If Holder converts more than such minimum amounts, the excess shall be credited against the next period’s minimum. In the event Holder does not convert and exercise the minimum amounts set forth in the first two sentences of this Section 3.1(b)paragraph, a "VALUATION EVENT" the Company’s remedy shall mean an event in which the Company at any time takes any of the following actions:be limited to Holder not being entitled to collect interest on this Debenture for that calendar quarter or calendar month, as applicable.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICEConversion Price" shall be equal to the lesser of (yi) seventy$4.00, or (ii) eighty-seven and one-half three percent (77.583%) of the average of the three (3) lowest Market Price and Prices during the twenty (z20) ________ Dollars and ______ Cents Trading Days prior to Holder's election to convert ($____) (the a "Fixed PriceDiscount Multiplier"); provided, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline, then the applicable Discount Multiplier shall decrease by three percent (3%) for each month or partial month occurring after the Deadline that the Common Shares issued as a result of Registration Statement has not been declared effective by the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market PriceSEC.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately pay to the Holder. Notwithstanding anything Holder $5,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid;
(ii) If the Holder does not elect to accelerate the contrary contained herein, if a Valuation Event occurs during any Valuation PeriodDebenture, the Company shall immediately pay to Holder may convert some $5,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole option, at a Conversion Price equal to that the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:Registration Statement is not effective.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at the Conversion Date (plus any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. The "CONVERSION PRICE" “Conversion Price” shall be equal to the lesser of (yi) seventy-seven and one-half percent $0.50, or (77.5%ii) 70% of the Market average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. Notwithstanding the foregoing, only that portion of the Principal Amount of this Debenture that has actually been paid in cash by the Holder at the Closing Date or has been repaid in cash by the Holder as a payment of principal under the Promissory Note may be converted by Holder into Common Shares. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.15 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, or the like), the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and (z) unpaid interest, at 135% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall be deemed to have withdrawn its Conversion Notice. ____________ Dollars and ____________ Cents ($____) (the "Fixed Price"), provided that in the event that the Common Shares issued as a result of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price.
(b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of this Debenture, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:Initials Initials
Appears in 1 contract
Samples: Convertible Debenture (Traceguard Technologies, Inc.)
Conversion; Conversion Price; Valuation Event. (a) At the ------------------------------------------------- option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half $0.50, or (ii) eighty percent (77.580%) of the average of the three lowest Market Price and Prices during the twenty (z20) ________ Dollars and ______ Cents Trading Days prior to Holder's election to convert ($____) (the a "Fixed PriceDISCOUNT MULTIPLIER"); provided, provided that in the event the Registration Statement has not -------- been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Common Shares issued as Registration Statement is not effective. If the Holder elects to convert a result portion of the conversion Debenture and, on the day that the election is made, the Market Price is $0.50 or below, the Company shall have the right to which prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such Conversion Price relates are amount, provided however that the Company shall not have the right to be sold pursuant prepay any portion of the Debenture that Holder elects to Rule 144 promulgated convert in order to exercise its rights or satisfy its obligations under the Securities ActPut and Call Agreement between Nick VandenBrekel, Mark Mroczkowski and Holder. In the event that xxx Xxxxxxx xxecxx xx xxxxxx xxxt porxxxx xf the Debenture, Holder shall have the right to withdraw its Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) Notice. Holder may not convert more than 10% of the Market Priceoriginal Principal Amount of the Debenture per calendar month, without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole optionthat the Registration Statement is not effective, at a Conversion Price equal with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:first ninety (90) day period.
Appears in 1 contract
Samples: Convertible Debenture (Sequiam Corp)
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus Price multiplied by six and two-thirds times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted through not included at the Conversion Dateoption of the Holder in clause (i) divided by (ii) of the Conversion Priceimmediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half $1.50, or (ii) eighty percent (77.580%) of the average of the 5 lowest volume weighted average prices during the twenty (20) Trading Days prior to Xxxxxx's election to convert (a "DISCOUNT MULTIPLIER"). For a period of 6 months following the Closing Date, the Holder shall not be able to convert the Debenture on any day that the Market Price is below $0.75. After 6 months from the Closing Date, if the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Market Price is below $0.75, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and (z) ________ Dollars and ______ Cents ($____) (the "Fixed Price")unpaid interest, provided that in at 115% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 10% (such 10% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares issued as a result of the conversion to which such Conversion Company, provided that the Common Shares are available, registered and freely tradable. The 10% monthly maximum amount shall not be applicable if the Current Market Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Common Stock at anytime during the applicable month is higher than the Current Market PricePrice of the Common Stock on the Closing Date. In the event Holder breaches this provision, Holder shall not be entitled to collect interest on the Debenture for that month.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and twenty-five percent (125%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and twenty-five percent (125%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 10,000 Shares of Common Stock and $5,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $10,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 10,000 Shares of Common Stock and $5,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole option, at a Conversion Price equal to that the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:Registration Statement is not effective.
Appears in 1 contract
Samples: Convertible Debenture (Integrated Performance Systems Inc)
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus any accrued and unpaid interest on Price multiplied by ten times the dollar amount of the Debenture being converted through converted, and the Conversion Date) entire foregoing result shall be divided by (ii) the Conversion Price. The "CONVERSION PRICE" “Conversion Price” shall be equal to the lesser of (yi) seventy-seven and one-half percent $1.00, or (77.5%ii) 80% of the Market Price and (z) average of the 3 lowest prices of the Common Shares during any three Trading Days as reported in the “pink sheets” through the Interdealer Trading Quotation System; provided, if such security is not traded on the over the counter market via the pink sheets, then the lowest ___________________ Dollars and Initials ____________________ Cents ($____) Initials price on the NASDAQ OTCBB; provided further, that, if such security is not listed or admitted to trading on the NASDAQ OTCBB, as reported on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the lowest price of the Common Shares during any Trading Day on the over-the-counter market as reported by Bloomberg LP or a similar generally accepted reporting service, as the case may be, during the 20 Trading Days prior to Xxxxxx’s election to convert (the "Fixed Price"percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. Notwithstanding the foregoing, beginning in the first full calendar month after the date upon which the Common Stock Issued at Conversion is registered under the Securities Act, or such shares may be sold by Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule (“Rule 144”), Holder shall convert at least 10% but not more than 15% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered under the Securities Act, or exempt from registration under the Securities Act and Holder is able to sell such shares under Rule 144, or such shares are otherwise freely tradable. If Holder converts more than 10% of the face value of the Debenture in any calendar month, the excess over 10% shall be credited against the next month’s minimum conversion amount. In the event Holder does not convert at least 10% of the Debenture in any particular calendar month, the Company’s sole and exclusive remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month.
(b) If at any time that any Principal Amount remains outstanding under the Debenture the closing price of the Common Stock of the Company on the Trading Market is $1.00 or greater, the Company shall have the option, upon five Trading Days’ prior written notice to Holder (with such written notice referred to herein as the “Prepayment Notice”), to prepay all, but not less than all, of the Debenture for an amount equal to the outstanding Principal Amount of the Debenture as of the Prepayment Date (as hereafter defined) plus any accrued and unpaid interest thereon, with such prepayment amount referred to herein as the “Redemption Amount”. The “Prepayment Date” is the date upon which the Company delivers to Holder the Redemption Amount, provided however, that the Company may not, without the prior written consent of Holder, deliver the Redemption Amount prior to five Trading Days after Xxxxxx’s receipt of the Prepayment Notice, and provided further, that if the Company fails to deliver the entire Redemption Amount to Holder by the date that is seven Trading Days after the date of Holder’s receipt of the Prepayment Notice, then the Company must provide an additional five Trading Days’ prior written notice prior to the prepayment of the Debenture, and such prepayment shall again be subject to the terms and limitations of this Section 3.1(b). Notwithstanding the foregoing, in the event that the Common Shares issued as Company delivers a result of the conversion Prepayment Notice to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated Holder under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price.
(b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of this Debenture, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes terms of this Section 3.1(b), a "VALUATION EVENT" Holder shall mean an event have the option, in which Holder’s sole and absolute discretion, to extend the Prepayment Date to the date that is fifteen Trading Days after Xxxxxx’s receipt of the Prepayment Notice, in exchange for delivery by Holder to the Company within five Trading Days of the date of Xxxxxx’s receipt of the Prepayment Notice of an amount equal to one ___________________ Initials ____________________ Initials hundred thousand dollars ($100,000). Holder shall have the right to continue to convert the Debenture under the terms of this Debenture until the Prepayment Date.
(c) If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the closing price of the Common Stock of the Company on the Trading Market is below $0.25, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 120% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at anytime during the month, the closing price of the Common Stock of the Company on the Trading Market is below $0.25, Holder shall not be obligated to convert any portion of the Debenture during that month. If at any time takes any during the term of this Debenture (i) the closing price of the following actions:Common Stock of the Company on the Trading Market is below $0.25; (ii) the Company has not authorized or reserved enough shares of its Common Stock to account for the conversion of this Debenture and the exercise of the Warrant Shares (as defined in the Warrant) and the issuance of shares of the Common Stock of the Company to Holder in connection therewith; and/or (iii) the Holder is prohibited for any reason, including without limitation in connection with any claim, suit, federal or state law, regulation, order, interpretation, statute, or similar authority, from otherwise converting this Debenture and, in connection with such conversion of the Debenture, exercising such portion of the Warrant as is required under the terms of the Warrant, then the Holder shall have no obligation to exercise any portion of the Warrant, and Holder may elect in Holder’s sole and absolute discretion to convert any portion of the outstanding Principal Amount and accrued and unpaid interest under this Debenture into such amount of Common Shares of the Company equal to the dollar amount of the Debenture being converted divided by the Conversion Price.
Appears in 1 contract
Samples: Convertible Debenture Agreement (Platina Energy Group Inc.)
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half $0.25, or (ii) eighty percent (77.580%) of the average of the 3 lowest Market Price and Prices during the twenty (z20) ________ Dollars and ______ Cents Trading Days prior to Holder's election to convert ($____) (the a "Fixed PriceDISCOUNT MULTIPLIER"); PROVIDED, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Registration Statement is not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 10% (such 10% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares issued as a result of are available, registered and freely tradable. In the conversion event Holder breaches this provision, Holder shall not be entitled to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under collect interest on the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market PriceDebenture for that month.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole optionthat the Registration Statement is not effective, at a Conversion Price equal with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:first ninety (90) day period.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half hundred twenty-five percent (77.5125%) of the Market Price and on the Trading Day immediately prior to the Closing Date, or (zii) ________ Dollars and ______ Cents seventy-six percent ($____76%) of the lowest Market Price during the thirty (the 30) Trading Days prior to Holder's election to convert (a "Fixed PriceDISCOUNT MULTIPLIER"); provided, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline, then the applicable Discount Multiplier shall decrease by three percent (3%) for each month or partial month occurring after the Deadline that the Common Shares issued as a result of Registration Statement has not been declared effective by the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market PriceSEC.
(b) Within two Notwithstanding the provisions of Section 3.1(a), in the event the Company's Registration Statement has not been declared effective by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, the following will also apply in addition to any damages incurred by the Holder as a result thereof:
(2i) Business Days The Holder may demand repayment of one hundred and fifty percent (150%) of the occurrence Principal Amount of a Valuation Eventthe Debenture, together with all accrued and unpaid interest thereon, in cash, at any time prior to the Company's Registration Statement being declared effective by the SEC or during the period that the Company's Registration Statement is not effective, such repayment to be made within three (3) business days of such demand. In the event that the Debenture is so accelerated, in addition to the repayment of one hundred and fifty percent (150%) of the Principal Amount together with accrued interest as aforesaid, the Company shall send notice of such occurrence immediately issue and pay, as the case may be, to the Holder. Notwithstanding anything Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or portion thereof, during which the Principal Amount, including interest thereon, remains unpaid, with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the contrary contained herein, if a Valuation Event occurs during any Valuation Periodfirst ninety (90) day period;
(ii) If the Holder does not elect to accelerate the Debenture, the Company shall immediately issue or pay, as the case may be, to Holder may convert some 50,000 Shares of Common Stock and $15,000 for each thirty (30) day period, or all of this Debentureportion thereof, at its sole optionthat the Registration Statement is not effective, at a Conversion Price equal with the monthly payment amount to increase to $20,000 for each thirty (30) day period, or portion thereof, after the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:first ninety (90) day period.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at the Conversion Date (plus any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. The "CONVERSION PRICE" “Conversion Price” shall be equal to the lesser of (yi) seventy-seven and one-half percent $1.00, or (77.5%ii) 80% of the Market Price and (z) ________ Dollars and ______ Cents ($____) average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert (the "Fixed Price"percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, provided as it deems appropriate. Initials Initials If the Holder elects to convert a portion of the Debenture and, on the day that in the election is made, the Volume Weighted Average Price is below $0.20, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Common Shares issued as a result Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. Notwithstanding the foregoing, prior to the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated by Holder of any Principal Amount of this Debenture that is represented by all or a portion of the principal amount outstanding under the Securities Act, the Conversion Price shall be equal Promissory Note and has not otherwise been advanced in cash to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price.
(b) Within two (2) Business Days of the occurrence of a Valuation Event, the Company shall send notice of prior to such occurrence to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Periodconversion, the Holder may convert some or all shall prepay such portion of the outstanding principal amount of the Promissory Note that is represented by such conversion under this Debenture, such that prior to the conversion of the principal amount of this Debenture, at its sole option, at a Conversion Price the Holder shall have paid an amount to the Company in cash equal to the Current Market Price on any Trading Day during portion of the Valuation Period. For purposes principal amount of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any of the following actions:Debenture that is to be so converted.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At Subject to the requirements set forth in this Section 3.1, at the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus any accrued and unpaid interest on Price multiplied by ten times the dollar amount of the Debenture being converted through converted, and the Conversion Date) entire foregoing result shall be divided by (ii) the Conversion Price. The "CONVERSION PRICE" shall be equal to the lesser of (yi) seventy-seven and one-half percent $1.00, or (77.5%ii) 80% of the Market Price average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert (the percentage figure being a "DISCOUNT MULTIPLIER"). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. Notwithstanding the foregoing, beginning in the first full calendar month after the date upon which the Common Stock Issued at Conversion are registered under the Securities Act, or such shares may be sold by Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule ("RULE 144"), Holder shall convert at least 10% but not more than 15% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered, or exempt from registration and (z) Holder is able to sell such shares under Rule 144 promulgated under the ______________ Dollars and ____________ Cents Initials Initials Securities Act, or such shares are otherwise freely tradable ($____) (with the date upon which the Common Shares are so first converted by Holder referred to herein as the "Fixed PriceCONVERSION COMMENCEMENT DATE"). If Holder converts more than 10% of the face value of the Debenture in any calendar month, the excess over 10% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 10% of the Debenture's face value in any particular calendar month, the Company's sole and exclusive remedy shall be limited to Holder not being entitled to collect interest on the Debenture for that month and Holder's obligation to convert such portion of the face value of the Debenture for the following calendar month shall be increased by any such amount, provided that Holder shall in the no event that the Common Shares issued as a result be required to convert more than 15% of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) face value of the Market PriceDebenture in any given calendar month.
(b) Within two (2) Business Days If Holder does not convert an average of at least 5% of the occurrence face value of the Debenture over a Valuation Eventperiod of not less than two consecutive calendar months during the period occurring after the Conversion Commencement Date (such failure to convert such amount of the Debenture over such period referred to herein as a "CONVERSION FAILURE"), then the Company shall have the right, upon ten days' prior written notice to the Holder to prepay via cash wire transfer to the Holder all amounts of principal and accrued and unpaid interest outstanding under this Debenture as of such prepayment date, provided however, that prior to the Company's exercise of its prepayment right described herein, the Holder shall have a period of not less than 10 days from written notice by the Company to cure the Conversion Failure through the conversion of an additional amount of the face value of the Debenture such that the average amount of the face value of the Debenture converted over the period in connection with the Conversion Failure equals at least 5% of the face value of the Debenture per month. Notwithstanding the foregoing, in no event shall a Conversion Failure be deemed to have occurred if such Conversion Failure was due to (i) the Company's refusal to allow such conversion under the terms of Section 3.1 (b), and/or (ii) the Holder's election to not convert any portion of the Debenture under the terms of Section 3.1 (b).
(c) If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.30, the Company shall send notice have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 120% of such occurrence amount. In the event that the Company elects to prepay that portion of the HolderDebenture, Holder shall have the right to withdraw its Conversion Notice. Notwithstanding anything to If, at anytime during the contrary contained herein, if a Valuation Event occurs during any Valuation Periodmonth, the Volume Weighted Average Price is below $0.30, Holder shall not be obligated to convert any portion of the Debenture during that month. If at any time during the term of this Debenture (i) the Volume Weighted Average Price is below $0.30; (ii) the Company has not authorized or reserved enough shares of its Common Stock to account for the conversion of this Debenture and the exercise of the Warrant Shares (as defined in the Warrant) and the issuance of shares of the Common Stock of the Company to Holder in connection therewith; and/or (iii) the Holder is prohibited for any reason, including without limitation in connection with any claim, suit, federal or state law, regulation, order, interpretation, statute, or similar authority, from otherwise converting this Debenture and, in connection with such conversion of the Debenture, exercising such portion of the Warrant as is required under the terms of the Warrant, then the Holder shall have no obligation to exercise any portion of the Warrant, and Holder may elect in Holder's sole and absolute ______________ ____________ Initials Initials discretion to convert some or all any portion of the outstanding Principal Amount and accrued and unpaid interest under this Debenture, at its sole option, at a Conversion Price Debenture into such amount of Common Shares of the Company equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event in which the Company at any time takes any dollar amount of the following actions:Debenture being converted divided by the Conversion Price.
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 1,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount dollar amount of the Debenture being converted at multiplied by eleven, minus the product of the Conversion Date (plus Price times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted through not included at the Conversion Dateoption of the Holder in clause (i) divided by (ii) of the Conversion Priceimmediately preceding sentence. The "CONVERSION PRICEConversion Price" shall be equal to the lesser of (yi) seventy-seven and one-half percent $1.25, or (77.5%ii) 80% of the Market Price and (z) ________ Dollars and ______ Cents ($____) average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert (the percentage figure being a "Fixed PriceDiscount Multiplier"); provided, provided that in the event the Registration Statement has not been declared effective by the SEC by the Deadline then the applicable Discount Multiplier shall decrease by three percentage points for each month or partial month occurring after the Deadline that the Registration Statement is not effective or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points for each week or partial week occurring after the Deadline that the Registration Statement is not effective. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 3% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares issued as a result are available, registered and freely tradable. If Holder converts more than 3% of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under face value of the Securities ActDebenture in any calendar month, the Conversion Price excess over 3% shall be equal credited against the next month's minimum conversion amount. In the event Holder does not convert at least 3% of the Debenture in any particular calendar month, Holder shall not be entitled to collect interest on the Debenture for that month if the Company gives Holder written notice, at least 5 business days prior to the lesser of (A) the Fixed Price or (B) fifty percent (50%) end of the Market Price.
(b) Within two (2) Business Days month, of Holder's failure to convert the minimum required amount for xxxx xonth. If the Holder elects to convert a portion of the occurrence of a Valuation EventDebenture and, on the day that the election is made, the Volume Weighted Average Price is below $0.50, the Company shall send notice have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 125% of such occurrence amount. In the event that the Company elects to prepay that portion of the HolderDebenture, Holder shall have the right to withdraw its Conversion Notice. Notwithstanding anything to Provided, however, that if, at anytime during the contrary contained herein, if a Valuation Event occurs during any Valuation Periodmonth, the Volume Weighted Average Price is below $0.50: (i) Holder shall not be obligated to convert any portion of the Debenture during that month, (ii) until 90 days after the Deadline, Holder, at the Company's written request, shall limit conversions to no more than 3% of the face value of the Debenture during that month without the Company having the right to prepay the Debenture, and (iii) after 90 days from the Deadline, Holder may elect to convert some or all up to $100,000 Principal Amount of this the Debenture only per month (without the Company having the right to prepay the Debenture, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period. For purposes of this Section 3.1(b), a "VALUATION EVENT" shall mean an event without exercising the related Warrants, and in which such case, the Company at any time takes any number of Common Shares that Holder receives upon conversion of the following actions:Debenture shall be the amount of the Debenture being converted divided by the Conversion Price. In the event that Holder's election pursuant to option
Appears in 1 contract
Conversion; Conversion Price; Valuation Event. (a) At the --------------------------------------------- option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business DayDay after the Optional Redemption Termination Date, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICEConversion Price" shall be equal to the lesser of (y) seventy-seven and one-half seventy- five percent (77.575%) (the "Discount Multiplier") of the Market Price and (z) ________ Five Dollars and ______ Twenty-Five Cents ($____) (the "Fixed Price"5.25); provided, provided that in the event that the Common Shares issued -------- Registration Statement has not been declared effective by the SEC within one hundred and eighty (180) days after the Closing Date (the "Due Date"), then the Discount Multiplier shall decrease by one percent (1%) effective as a result of the conversion Due Date to which such Conversion Price relates are to seventy-four percent (74%) and shall further decrease by one percent (1%) for each week or partial week occurring after the Due Date that the Registration Statement has not been declared effective by the SEC; provided, -------- however, that under no circumstances shall the Discount Multiplier be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) less than ------- fifty percent (50%) of the Market Price).
(b) Within two Notwithstanding Section 3.1
(2a) Business Days but subject to Section 3.1(e), the right of the occurrence of a Valuation Event, Holder to convert this Debenture shall be temporarily suspended ("Conversion Right Blackout") on the Company shall send notice of such occurrence to the Holder. Notwithstanding anything to the contrary contained hereinfirst Trading Day, if a Valuation Event occurs during any Valuation Periodany, occurring after the Holder may convert some or all of this Debenture, at its sole option, at a Conversion Optional Redemption Termination Date on which the Current Market Price is less than Five Dollars and Twenty-Five Cents ($5.25) but equal to or greater than Three Dollars and Fifty Cents ($3.50). The Conversion Right Blackout shall continue in effect until the earliest to occur of (i) the sixtieth (60/th/) calendar day immediately following the date of the Conversion Right Blackout, provided, that the Current Market Price on any Trading Day included within such -------- sixty-calendar-day-period is not less than Three Dollars and Fifty Cents ($3.50); (ii) the first Trading Day (the "Threshold Date") on which the Current Market Price is equal to or greater than Five Dollars and Twenty-Five Cents ($5.25), provided, that the Current Market Price on any Trading Day occurring on -------- or after the date of the Conversion Right Blackout and prior to the Threshold Date is not less than Three Dollars and Fifty Cents ($3.50); (iii) the sixtieth (60/th/) calendar day immediately following the first Trading Day on which the Current Market Price is less than Three Dollars and Fifty Cents ($3.50) during the Valuation Period. For purposes sixty-calendar-day-period immediately following the date of this the Conversion Right Blackout or (iv) in the event that the Current Market Price is less than Three Dollars and Fifty Cents ($3.50) during the sixty-calendar-day-period immediately following the date of the Conversion Right Blackout, the first Trading Day on which the Current Market Price is equal to or greater than Three Dollars and Fifty Cents ($3.50) (such earliest date being hereinafter referred to as the "Conversion Right Reinstatement Date").
(c) Notwithstanding Section 3.1(a) but subject to Section 3.1(e), if the Conversion Right Reinstatement Date shall occur by reason of either clause (i) or (ii) of Section 3.1(b), a then the right of the Holder to convert this Debenture shall be temporarily suspended ("VALUATION EVENT" shall mean an event in Contingent Conversion Right Blackout") on the first Trading Day, if any, occurring after such Conversion Right Reinstatement Date on which the Company at any time takes any Current Market Price is less than Three Dollars and Fifty Cents ($3.50). The Contingent Conversion Right Blackout shall continue in effect until the earlier to occur of the (i) sixtieth (60/th/) calendar day immediately following actions:the date of the Contingent Conversion Right Blackout or (ii) first Trading Day on which the Current Market Price is equal to or greater than Three Dollars and Fifty Cents ($3.50).
(d) Notwithstanding Section 3.1(a) but subject to Section 3.1(e), the right of the Holder to convert this Debenture shall be temporarily suspended ("Alternate Conversion Right Blackout") on the first Trading Day (the "Subject Trading Day"), if any, occurring after the Optional Redemption Termination Date on which the Current Market Price is less than Three Dollars and Fifty Cents ($3.50) and the Current Market Price on the Trading Day immediately preceding the Subject Trading Day was no less than Five Dollars and Twenty-Five Cents ($5.
Appears in 1 contract
Samples: Convertible Debenture (Inforetech Wireless Technology Inc)
