Common use of Conversion Election Clause in Contracts

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date prior to the payment in full of the Loans to convert an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a portion of the principal amount of the Loans then outstanding (the “, not to exceed, in the aggregate, the Available Original Conversion Amount”) and the Available Restatement Conversion Amount, into shares of the ClassCommon Stock (“Conversion Shares”) at the Applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. On the third Business Day afterUpon delivery of a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder a number ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Applicable Conversion Price., and (B) provide evidence to Lenders of the issuance of such Conversion Shares; provided the Borrower Representative or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the three Business Day period shall begin on the date the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Designated Holders indicated in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares. The issuance and delivery of the Conversion Shares to the Designated Holders in accordance with this Section 2.2(e) will constitute a satisfaction in full of the Conversion Amount by the Borrower Representative. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date and prior to the payment repayment or prepayment in full of the First Tranche Part A Term Loans to convert an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a any portion of the outstanding principal amount of the Loans First Tranche Part A Term Loan then outstanding (the “, not to exceed, in the aggregate, the Available Original Conversion Amount”) and the Available Restatement Conversion Amount, into shares of the ClassCommon Common Stock (“Conversion Shares”) at the Applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower RepresentativeIssuer, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $5,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower RepresentativeIssuer and subject to subsection (ii) below. On the third Business Day afterUpon delivery of trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative Issuer shall credit to each Designated Holder a number ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the of Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Applicable Conversion Price., rounded down to the nearest whole share; provided that if transfer agent for Issuer’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (B) provide evidence provided that the applicable Designated Holder is eligible to Lenders of receive Conversion Shares through DTC and the issuance of restrictive legend has been removed from such Conversion Shares; provided the Borrower Representative Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the three Business Day period shall begin on the date the Designated Holders deliver the required documentation to the Borrower Representative or designee’s balance account with DTC through its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Designated Holders indicated in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion SharesDeposit Withdrawal Agent Commission system. The issuance and delivery of the Conversion Shares to the Designated Holders Lenders in accordance with this Section 2.2(e2.2(e)(i) will constitute a satisfaction in full of the Conversion Amount by the Borrower RepresentativeIssuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium premium, penalty or penalty Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Stock pursuant to this Section 2.2(e) following delivery of the Prepayment Notice).

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date Date, prior to the payment in full of the Loans Loans, to convert an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a any portion of the principal amount of the Loans then outstanding (the “, not to exceed, in the aggregate, the Available Original Conversion Amount”) and the Available Restatement Conversion Amount, into shares securities of the ClassCommon Stock Class (“Conversion Shares”) at the Applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Stock in accordance with this Section 2.2(e) shall not exceed $10,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower RepresentativeRepresentative and subject to subsection (ii) below, provided that, to the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On the third Business Day afterUpon delivery of [***] after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder a number ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the of Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Applicable Conversion Price.; provided, that to the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and (B) provide evidence to Lenders of the issuance of such Conversion Shares; provided the Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the three Business Day period shall begin on the date the Designated Holders deliver the required documentation purchase amount equal to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Designated Holders indicated in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares. The issuance and delivery of the Conversion Shares to the Designated Holders in accordance with this Section 2.2(e) will constitute a satisfaction in full portion of the Conversion Amount by the Borrower Representative. For the avoidance of doubt, no premium or penalty shall apply to principal amounts being converted pursuant to this Section 2.2(e) following delivery of the Prepayment Noticeinto such Convertible Securities.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date prior to the payment in full of the Loans to convert an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a a portion of the principal amount of the Loans then outstanding (the “outstanding, not to exceed, in the aggregate, the Available Original Conversion Amount”) Amount and the Available Restatement Conversion Amount, into shares securities of the ClassCommon Stock Class (“Conversion Shares”) at the Applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower RepresentativeRepresentative (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower RepresentativeRepresentative and subject to subsection (ii) below, provided that, to the extent the Class is Common Stock and the transfer agent for the Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), credit such aggregate number of Conversion Shares to which the Designated Holder shall be entitled to the Designated Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On the third Business Day afterUpon delivery of [***] after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall credit to each Designated Holder a number ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the of Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) the Applicable Conversion Price.; provided, that to the extent Loans are to be converted into Next Qualified Financing Securities that are Convertible Securities, such Loans shall convert into (and (B) provide evidence to Lenders of the issuance of such Conversion Shares; provided the Borrower Representative shall credit each Designated Holder with) Convertible Securities having a face or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the three Business Day period shall begin on the date the Designated Holders deliver the required documentation purchase amount equal to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Designated Holders indicated in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares. The issuance and delivery of the Conversion Shares to the Designated Holders in accordance with this Section 2.2(e) will constitute a satisfaction in full portion of the Conversion Amount by the Borrower Representative. For the avoidance of doubt, no premium or penalty shall apply to principal amounts being converted pursuant to this Section 2.2(e) following delivery of the Prepayment Noticeinto such Convertible Securities.”

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date prior to the payment in full of the Loans to convert an amount not to exceed the Available Conversion Amount (but not less than $500,000 in the aggregate per conversion)a any portion of the principal amount of the Loans then outstanding (the “, not to exceed, in the aggregate, the Available Original Conversion Amount”) and the Available Restatement Conversion Amount, into shares of the ClassCommon Common Stock (“Conversion Shares”) at the Applicable applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by according to the Administrative Agent Conversion Election Notice delivered to Borrower Representative. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower ▇▇▇▇▇▇▇▇ Representative, provided that if transfer agent for the Borrower’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(g)(xi), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On the third Business Day afterUpon delivery of trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall cause the transfer agent to credit to each Designated Holder a number ofinstruct its transfer agent to, by no later than the third Business Day following such delivery: (A) issue the of Conversion Shares to Designated Holders in an amount equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) applicable Conversion Price (except to the Applicable Conversion Price., and (B) provide evidence to Lenders of the issuance of extent such Conversion Shares; provided Shares shall be delivered on the Borrower Representative or its transfer agent may request that Excess Share Delivery Date in accordance with Section 2.2(f)(iii)). If more than one Loan has been funded, Lenders shall be entitled to select, by indicating in the Designated Holders provide any documentation required Conversion Election Notice which Loan Lenders elect to facilitate settlement convert. Upon delivery of the Conversion Shares and in such case accordance with the three Business Day period shall begin on foregoing, the date the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Designated Holders indicated principal specified in the applicable Conversion Election Notice of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares. The issuance and delivery of the Conversion Shares to the Designated Holders shall be deemed satisfied in accordance with this Section 2.2(e) will constitute a satisfaction in full of the Conversion Amount by the Borrower Representative. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Noticefull.